29 Apr 2025
The Boards of Directors of Morrow Bank ASA and Morgon Finans AB have approved a plan for the merger.Merger with Morgon Finans AB (to be renamed Morrow Bank AB)
The Boards of Directors of Morrow Bank ASA ("the Bank") and its wholly owned subsidiary Morgon Finans AB (to be renamed Morrow Bank AB) have today approved a plan for the merger of Morgon Finans AB (as the surviving entity) and Morrow Bank ASA. At completion of the merger, Morgon Finans AB will acquire all assets and rights, and assume all obligations of Morrow Bank ASA, and at the same time, Morrow Bank ASA will be dissolved as a legal entity. Operations in Norway are foreseen to continue in a new Norwegian branch of Morgon Finans AB, to be established.The completion of the merger is conditional upon, inter alia, necessary permissions and approvals from the General Meeting in Morrow Bank ASA, the Swedish Financial Supervisory Authority and the Norwegian Financial Supervisory Authority, as well as approval from Nasdaq Stockholm ("Nasdaq") for listing of shares on Nasdaq Main Market.Morgon Finans AB has started the application process for a listing on Nasdaq Stockholm. The plan is to de-list Morrow Bank ASA from the Euronext Oslo Børs ("Euronext") at the time of the merger, and to list Morgon Finans AB on Nasdaq as soon as possible thereafter. The shareholders of Morrow Bank ASA shall receive one (1) new share in Morgon Finans AB for each share they own in Morrow Bank ASA. This means that there will be an exchange ratio of 1:1.An extraordinary general meeting in Morrow Bank ASA for approval of the merger plan and adoption of the necessary resolutions in connection with the merger is expected to be held in early June 2025. Notice to the extraordinary general meeting will be distributed in due course. The Boards of Directors also intend to propose renaming Morgon Finans AB to Morrow Bank AB in connection with the merger.The merger plan regarding the proposed merger is enclosed. Attachments referred to in the merger plan are available on Merger information page.