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Nordbanken Holdings (92HY)


Monday 24 January, 2000

Nordbanken Holdings

Exchange Offer

Nordbanken Holding
21 January 2000

Nordbanken Holding's exchange offer accepted by 95.9 per cent of Merita

MeritaNordbanken Group to adopt
one-holding-company structure

The acceptance period for its Exchange Offer to shareholders of Merita Plc
having expired on January 20, 2000, Nordbanken Holding AB (publ) announces that
the Exchange Offer will be completed. As a result, the MeritaNordbanken Group
structure will be streamlined, with Group ownership concentrated in a single
listed holding company.

'The one-holding-company structure is an important step to allow the Group to
realise its pan-Nordic targets and to participate pro-actively in future
industry consolidation', says Vesa Vainio, Deputy Chairman of the Board of
Directors of the MeritaNordbanken Group.

Trading in Merita exchanged shares on the Helsinki Exchanges ends today. The
Group holding company, Nordbanken Holding, will adopt a new interim name,
which, after due registration, will be Nordic Baltic Holding (NBH) AB (publ),
and its subscription receipts will he quoted on the pre-list of the Helsinki
Exchanges as of Monday, January 24, 2000.

The Exchange Offer for Merita shares was accepted by shareholders representing
95.9 per cent of the total number of shares. The Exchange Offer for Merita
convertible bonds was accepted by bondholders representing 91.2 per cent of the
total principal amount of the convertible bonds outstanding.

Nordic Baltic Holding will be one of the largest listed companies in the Nordic
countries, with a market capitalization of approximately EUR 12.2 billion. The
combined market value will have an impact on a number of domestic and
international share indices. The company's shares are quoted on the Stockholm
Stock Exchange, and the company has today filed an application for the listing
of its shares, subscription receipts and convertible bonds on the Helsinki

'A more simple ownership structure based on a single share will be stronger on
the markets. The share price differential due to the holding company structure
will disappear, and it will be easier to raise new capital. A single share will
also be more transparent for the financial markets, and trading in a single
share should improve liquidity', says Hans Dalborg, Group Chief Executive

Not to be distributed in the USA, Australia, Canada and Japan.

MeritaNordbanken the leading bank group in the Nordic region. provides a broad
spectrum of financial products and services to more than 6.5 million private
individuals and 400,000 companies and institutions. The Group's service network
comprises some 700 branch offices in Finland and Sweden, over 1,000 Swedish post
offices and a wide range of effective telephone and Internet banking 
facilities. More than a million customers use the Group's electronic banking
services. Household savings under management total almost EUR 45 billion.
Outside the Nordic region, the Group has a presence in 19 countries.

Redemption of the shares and convertible bonds not exchanged 

For the completion of the Exchange Offer for Merita shares, Nordbanken Holding
will launch a redemption offer for the remaining Merita shares in accordance
with the Finnish Securities Market Act and a redemption claim pursuant to the
Finnish Companies Act.

Having acquired more than two thirds (2/3) of the votes carried by Merita
shares, Nordbanken Holding will make a redemption offer in accordance with the
Finnish Securities Market Act for those shares and convertible bonds in Merita
the holders of which have not accepted the Exchange Offer. The redemption price
determined in accordance with the law is EUR 5.77 per share, based on the
average price paid for shares of Nordbanken Holding in public trading during the
past 12 months, weighted by trading volumes and multiplied by the exchange ratio
(1.02) applied in the Exchange Offer. The price thus payable is higher than the
value of the Merita share calculated for the corresponding period. The
redemption offer will enter into force on February 1 and expire on February 29,

The redemption price for the convertible bonds, determined in accordance with
the law, is 104.2 per cent of the nominal value of the bond, which is FIM 10,000
(EUR 1,681.88). The determination of the redemption price takes into account the
impact of the redemption procedure commencing in respect of Merita shares.
Convertibility will be eliminated as a result of the planned merger of Merita

Pursuant to the Finnish Companies Act, Nordbanken Holding will also make a
redemption claim for the remaining shares in Merita. The redemption price
and redemption period determined in the redemption claim are the same as those
in the redemption offer. Should a shareholder not accept the redemption claim,
the redemption price will be determined by arbitration in accordance with the
provisions of the Finnish Companies Act.

Trading in Merita shares will continue until Nordbanken Holding has become the
owner of all Merita shares. This is expected to take place by the end of March.

Further information:

Eira Palin-Lehtinen, Executive Vice President, Tel. +358 9 165 42815, 
                                                    +358 50 1658 
Bjorn Westberg, Senior Vice President, Investor Relations, Tel. +46 70 590 5552
Maija Tommila, Senior Vice President, Corporate Communications, 
Tel. +358 9 165 42656, +358 50 66838 
Taina Makijarvi, Vice President, Investor Relations, Tel. +358 9 165 43041, +358
50 61707 
Lauri Peltola, Press Relations Manager, Corporate Communications, 
Tel. +358 9 165 42324, +358 50 324 1445

Appendix 1: Timetable 
Appendix 2: Board of Directors' discussion of the outlook, submitted in
connection with the application for a listing on the Helsinki Exchanges.

                                                                  Appendix 1

January 21   Trading in Merita exchanged shares on the Helsinki Exchanges ends.
             The amendments to the Articles of Association approved by the
             Extraordinary General Meeting of Merita Plc on November 23, 1999   
            are entered in the Finnish Trade Register.

January 22-23  Subscription receipts of Nordbanken Holding are entered into
             the book-entry accounts of the holders of Merita exchanged shares. 
            Each one (1) Merita exchanged share will be replaced by one (1)     
           Nordbanken Holding subscription receipt.
January 24   Trading in Nordbanken Holding subscription receipts begins.

January 28   The amendments to the Articles of Association approved by the
             Extraordinary General Meeting of Nordbanken Holding on November    
            19,1999 are scheduled to be registered. The company adopts an       
           interim name, Nordic Baltic Holding.

January 29-30  Shares of Nordbanken Holding in the form of Finnish Depository   
            Receipts (FDRs) are entered into the book-entry accounts of the     
           holders of Nordbanken Holding subscription receipts. For each one    
          (1) Nordbanken Holding subscription receipt, 1.02 shares in           
         Nordbanken Holding will be received.

January 31   Quotation of the shares of Nordbanken Holding commences on the
             main list of the Helsinki Exchanges. Settlement of trades takes    
            place in FDR form. De-listing of Nordbanken Holding subscription    
             If they wish, holders of FDRs may convert their holdings into
             shares of Nordic Baltic Holding, quoted on the Stockholm Stock     
             Fractional entitlements to shares of Nordbanken Holding are
             intended to be sold on behalf of the holders without delay after   
            the new shares of Nordbanken Holding have become subject to public  
           trading on the Stockholm Stock Exchange. The cash consideration      
          for the fractional entitlements will be paid within 30 banking        
         days after the sale.
February 1-29  Nordbanken Holding's redemption offer and redemption claim
             remain valid until the end of February. Merita shareholders will   
            receive notice of redemption prior to the commencement of the       
           redemption period. Copies of the redemption offer document           
          published in accordance with the Finnish Securities Market Act        
         will be available at all Merita Bank branches as of February 1,        

February 21  Convertible bonds issued by Nordbanken Holding are intended to
             be delivered to holders, and their listing is scheduled to begin.

                                                                Appendix 2


In section XII of the Offering Document concerning the Exchange Offers and the
Listing Particulars of Shares and Convertible Bonds of Nordbanken Holding AB
(publ), dated November 14, 1999 and published on November 19, 1999, Nordbanken
Holding AB (publ) discussed the developments and outlook during the past
financial year. As for the outlook for the current financial year, we refer to
the information provided in the Offering Document/Listing Particulars.
Furthermore, it is to be noted that on December 22, 1999 MeritaNordbanken Plc
extended the acceptance period for its offer to purchase all the shares in
Christiania Bank og Kreditkasse ASA so as to expire on January 31, 2000 at 
5.00 p.m.

Given the continuation of favourable economic developments in Finland and Sweden
this year and next, the business operations and result of the
MeritaNordbanken Group, excluding items of a nonrecurring nature, are expected
to show a stable trend.


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