Oma Savings Bank Announces the Final Results of the Subsequent Tendering Period for the S-Bank Tender Offer
OMA SAVINGS BANK PLC Exchange Announcement, October 26, 2026, 14:05 ( EET )
On July 9, 2026, S- Bank Plc (referred to as “S-Bank” or the “Offeree”) announced its intention to make a voluntary public cash tender offer to acquire all of the issued and outstanding shares of Oma Savings Bank Plc (referred to as “Oma Savings Bank”) that are not held by Oma Savings Bank or its subsidiaries (hereinafter referred to as “shares” or “a share”). The Offeree has published a tender offer document dated July 16, 2026, as well as supplementary tender offer documents dated August 14, 2026, August 31, 2026, September 7, 2026, and September 16, 2026. The tender offer period for this acquisition commenced at 9:30 a.m. on July 17, 2026 (Finnish time) and expired at 4:00 p.m. on September 25, 2026 (Finnish time). On October 1, 2026, at 9:30 a.m. (Finnish time), the Offeree initiated a subsequent tender offer period in accordance with the terms and conditions of the tender offer, which concluded at 4:00 p.m. on October 22, 2026 (Finnish time).
Based on the final results of the subsequent tender period, the 162,829 shares declared during that period account for approximately 0.49% of the total issued and outstanding shares and voting rights of Oma Savings Bank (excluding treasury shares). The shares declared during the subsequent tender period, combined with those declared during the initial tender period and any shares obtained by the tenderer through other means, total approximately 97.32% of the total issued and outstanding shares and voting rights of Oma Savings Bank (excluding treasury shares).
For the shares that are validly declared during the subsequent tender period, the consideration for the tender offer is expected to be paid to the shareholders around November 2, 2026. The actual time of receiving the tender offer consideration will depend on the payment arrangements between the financial institutions.
The offeree reserves the right to acquire shares on or after the date of issuance of this announcement, through public trading of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”), or in other ways permitted by applicable laws and regulations.
Consultant
The offeree has appointed PricewaterhouseCoopers Oy as the Chief Financial Advisor, Danske Bank A /S Finnish Branch as the arranger for the tender offer, Borenius Attorneys Ltd as the Legal Advisor, and IR Partners Oy as the Communications Advisor. Oma Savings Bank has also appointed EY Advisory Oy as the Financial Advisor, Krogerus Attorneys Ltd as the Legal Advisor, and Rud Pedersen Finland Ltd as the Communications Advisor.
More information:
Oma Savings Bank Plc
Karri Alameri, CEO. For interview requests, please contact the Chief Communications Officer.
Pirjetta Soikkeli, Chief Communications Officer, Phone: +358 40 7500 093, Email: pirjetta.soikkeli @ omasp.fi
S- Bank Plc
Riikka Laine - Tolonen, CEO. For interview requests, please contact the communications department.
Tiina Nurmi, Chief Communications Officer, Phone: +358 10 768 1689, Email: tiina.2.nurmi @ s-pankki.fi
S-Bank Communication Department, Phone: +358 10 767 9300, Email: viestinta @ s-pankki.fi
Information regarding tender offers can be found at www.s-pankki.fi / tenderoffer.
About Oma Savings Bank
Oma Savings Bank is a Finnish bank with sufficient capital and strong profitability. It serves over 200,000 individual and corporate customers through 48 branches across Finland and digital channels, and employs approximately 600 experts. Oma Savings Bank focuses primarily on retail banking services, offering a variety of banking products to customers through its own balance sheet as well as products from intermediary partners, including credit, investment, and loan protection products. Oma Savings Bank is also engaged in mortgage banking services. Its core goal is to provide customers with a first-class experience through personalized services and convenient accessibility, both in digital and traditional channels. The shares of Oma Savings Bank are listed on the market regulated by Nasdaq Helsinki.
About S-Bank
S-Bank is a bank with ample capital and is also part of the local S Group. S-Bank was initially established as a cooperative bank with the mission of giving everyone the opportunity to acquire more wealth. S-Bank provides customers with banking, financing, and wealth management services, as well as engages in mortgage banking operations. By the end of 2025, S-Bank had over 3.4 million customers, of which 858,000 were active customers. S-Bank's strategy is to increase the number of active customers and to centralize more customers' banking services at S-Bank, while also providing greater convenience and higher returns through a service model that combines digital and human services. S-Bank employs approximately 1,200 experts.
Important Information
This announcement shall not be directly or indirectly published or distributed in whole or in part in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or any other jurisdiction where such tender offer is prohibited by applicable law.
This announcement is not an offer document and therefore does not constitute an offer to sell or an invitation to purchase. In particular, this announcement is not an offer to sell any of the securities described herein or an invitation to purchase any such securities, nor is it an extension of a tender offer in Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa. Investors may only accept this tender offer for the shares based on the information provided in the offer document. No offer may be made directly or indirectly in any jurisdiction where making an offer or participating in an offer is prohibited by law, or where additional offer documents, registration, or other requirements are required, except in Finland where such measures have already been taken.
This tender offer will not be conducted directly or indirectly in any jurisdiction where such conduct is prohibited by applicable laws; at the time of publication, the tender offer documents and related acceptance forms will not be, nor may they be distributed, forwarded, or transmitted to any jurisdiction where such distribution, forwarding, or transmission is prohibited by applicable laws or regulations, nor from such jurisdictions. In particular, this tender offer will not be conducted within Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa, nor through the postal services of these countries/regions, nor through any interstate or international commercial tools or means (including but not limited to fax, telex, telephone, or the Internet), nor through any national stock exchange facilities. Any so-called acceptance that results directly or indirectly from such use, means, or tools in violation of these restrictions is deemed invalid.
This exchange announcement is prepared in accordance with Finnish law, Nasdaq Helsinki rules, and Helsinki Takeover Code. The information disclosed may not be the same as that disclosed when prepared in accordance with the laws of judicial jurisdictions other than Finland.
U.S. Domestic Oma Savings Bank Shareholders' Notice
Shareholders of Oma Savings Bank within the United States should note that the relevant shares are not listed on any U.S. stock exchanges, and Oma Savings Bank is not subject to the regular reporting requirements under the revised Securities Exchange Act of 1934 ("Exchange Act"). Furthermore, there is no obligation to submit any reports to the U.S. Securities and Exchange Commission ("SEC"), and no such reports have been submitted.
The tender offer is directed at the issued and outstanding shares of Oma Savings Bank, which is registered in Finland, and is subject to Finnish information disclosure and procedural requirements. The tender offer is conducted in the United States in accordance with Section 14(e) of the Exchange Act and the provisions thereof under Regulation 14E, and qualifies for the “Tier I” tender offer exemption provided by Exchange Act Rule 14d-1(c). Additionally, it complies with Finnish legal requirements regarding information disclosure and procedures in other aspects, including the tender offer schedule, settlement procedures, withdrawal, condition exemptions, and payment timing arrangements, which differ from U.S. regulations. Notably, the financial information contained in this announcement is prepared in accordance with Finnish accounting standards and may not be comparable to the financial statements or financial information of U.S. companies.
Please note that in tender offers governed by Finnish law, the ability of the offeror to waive the terms of the offer (both during and after the acceptance period), as well as the ability of shareholders to withdraw their acceptance, differs from that in tender offers governed by American law. It is recommended that American shareholders consult their own advisors regarding such tender offers. In particular, within the scope not required by applicable law, the offeror may waive the terms of the offer without providing a right to withdraw.
This tender offer is made to the Oma Savings Bank shareholders residing in the United States under the same terms and conditions as those offered to all other tendered shareholders. Any information documents, including this announcement, are disseminated to U.S. shareholders in a manner comparable to that provided to the other shareholders of Oma Savings Bank.
To the extent permitted by applicable laws or regulations, the offeror and its affiliates, or their brokers and broker affiliates (acting as agents for the offeror or its affiliates where applicable), may from time to time purchase or arrange for the purchase of shares, or any securities that are convertible, exchangeable, or exercisable into shares, directly or indirectly, after the announcement of this exchange and during the duration of the tender offer, without conducting such purchases through the tender offer itself. Such purchases may be made in the public market at the prevailing prices at the time or in private transactions at negotiated prices. If information regarding such purchases or arrangements for purchases is disclosed publicly in Finland, it will be disclosed to the US shareholders of Oma Savings Bank through press releases or other reasonable means. In addition, the financial advisor of the offeror may also engage in normal trading activities related to the securities of Oma Savings Bank, which may include purchasing or arranging for the purchase of such securities. To the extent required by Finnish law, any information regarding such purchases will be disclosed publicly in Finland in accordance with Finnish legal requirements.
Neither the SEC nor any state securities commission in the United States has approved or rejected this tender offer, nor has it expressed any opinion regarding its merits, fairness, or the sufficiency, accuracy, or completeness of the disclosures related thereto. Any contrary statement in the United States constitutes a criminal offense.
U.S. holders who receive cash in exchange for the tender offer may be subject to U.S. federal income tax, as well as other taxes under applicable U.S. state, local, and foreign tax laws. Each shareholder is advised to consult their independent professional advisor immediately regarding the tax implications and other consequences of accepting this tender offer.
To the extent that a tender offer is subject to U.S. securities laws, these laws apply only to U.S. holders and do not create any claims for anyone else. Since both the tenderer and Oma Savings Bank are located in jurisdictions outside of the United States, and some or all of their executives and directors may reside in such jurisdictions as well, it may be difficult for shareholders of Oma Savings Bank to exercise their rights or to file any claims under U.S. federal securities laws. Shareholders of Oma Savings Bank may not be able to sue the tenderer or Oma Savings Bank, or their respective executives or directors, in courts outside of the United States for violations of U.S. federal securities laws. It may also be challenging to compel the tenderer, Oma Savings Bank, and their respective affiliates to comply with judgments of U.S. courts.
Forward-looking statements
This announcement contains certain statements that are not historical facts and constitute “forward-looking statements.” Forward-looking statements include information regarding plans, expectations, projections, objectives, purposes, strategies, future events, future revenue or performance, capital expenditures, financing needs, merger and acquisition plans or intentions, competitive advantages and disadvantages, financial condition-related plans or objectives, future operations and development, business strategies, as well as industry trends and political and legal environments, which are non-historical in nature. In some cases, these statements can be identified by forward-looking language such as “believes,” “intends,” “may,” “will,” “should,” or their negative forms and similar expressions. Such forward-looking statements inherently involve inherent risks, uncertainties, and assumptions, and there is a risk that the forecasts, estimates, outlooks, and other forward-looking statements may not materialize. In light of these risks, uncertainties, and assumptions, investors are cautioned not to rely excessively on such forward-looking statements. The forward-looking statements contained in this announcement are only valid as of the date of this announcement.
Disclaimer
PricewaterhouseCoopers Oy Only acts as a financial advisor on behalf of the offeror in this announcement and does not represent any other party. PricewaterhouseCoopers Oy and its related parties, as well as their respective partners, directors, executives, employees, or agents, are only liable to the offeror and are not responsible for providing protection to PricewaterhouseCoopers Oy customers or for providing advice regarding matters covered in this announcement to any other person.
Danske Bank A /S is authorized in accordance with Danish banking law and is regulated by the Danish Financial Supervisory Authority. Danske Bank A /S is a privately held limited liability company registered in Denmark, with its headquarters located in Copenhagen, and is registered in the Danish Business Register under number 61126228.
Danske Bank A /S, through its Finnish branch, acts as the arranger on behalf of the offeror and only acts in the interests of the offeror and regarding this material or its content, and does not represent any other person. Danske Bank A /S does not assume any responsibility to protect anyone other than the offeror or to provide advice regarding matters related to this material. Without limiting the liability of any person for fraud, Danske Bank A /S and its affiliates, as well as their respective directors, executives, representatives, employees, consultants, or agents, do not assume any responsibility towards any other person (including but not limited to any recipients) in relation to this tender offer.
EY Advisory Oy represents only the actions of Oma Savings Bank Plc and does not represent any other person. EY Advisory Oy and its related parties, as well as their respective partners, directors, executives, employees, or agents, are only responsible to Oma Savings Bank and are not responsible for providing protection to any other person as a customer of EY Advisory Oy or for providing advice regarding any matters or arrangements related to this tender offer or this announcement.
