Case study | DNB Bank ASA

Deloitte has assisted DNB with a fair value assessment of Sbanken in relation to the dispute of the fair value following DNBs acquisition of Sbanken in April 2022. Deloitte’s assistance also included the testimony of Tom Husebø in the District Court in 2024 and the Court of Appeal in 2025. Deloitte’s assistance contributed to victories in both court institutions.

Situation

On 17 June 2021, DNB announced that it had received acceptance from 81.3% of Sbanken's shareholders for its offer of NOK 104.45 per share. As they already owned approximately 9.9% of the shares in Sbanken, this resulted in an ownership interest of 91.2%. The acquisition was subject to regulatory approval from the Ministry of Finance and the Competition Authorities, where approval was announced on 1 July 2021 and 16 March 2022.

After the competition clearance of the acquisition was announced, DNB reiterated in a stock exchange announcement its intention to redeem the remaining 8.8% of the shares, and in a separate stock exchange announcement on 1 April 2022, the shareholders were reminded of the share price offer and a resolution on the squeeze out was made and took place on 6 April 2022. Following the squeeze out, certain shareholders objected to the squeeze out price. DNB therefore contacted Deloitte for independent valuation assistance and expert assistance in the case, which involved an assessment of the value of the shares in Sbanken at the time of the squeeze out.

Solution

Deloitte assisted DNB and their lawyers in BAHR with the case in the time period from 2022-2025. Deloitte’s role has included preparation of a valuation report consisting of several analyses, including different valuation methodologies (DCF valuation, multiple valuation, regression analysis, stock price development etc.).

In addition, we performed several other analyses in order to understand the market development for banks in a rising interest rate environment and with the expected implementation of the new BASEL framework. Our report concluded the value of the Sbanken share to be below the squeeze out price of NOK 104.45.

Tom Husebø testified in both the District Court in 2024 and the Court of Appeal in 2025 where he presented the valuation report in addition to commenting upon the valuation reports presented by the counterparties.

Effect

Our collaborative effort together with DNB and BAHR resulted in victories in both court institutions where we believe our professionality, transparency and thorough and independent analyses played a key role. This was further supported by the written decision by the Court of Appeal where Deloitte’s analyses were considered balanced and thorough.

About DNB Bank ASA

DNB is Norway's largest financial services group and one of the largest in the Nordic region in terms of market capitalisation. The Group offers a full range of financial services, including loans, savings, advisory services, insurance and pension products for retail and corporate customers.

Key takeaways

• Deloitte’s assistance contributed to DNBs victory in both the District Court and the Court of Appeal
• The court considered Deloitte’s analyses to be balanced and thorough
• The Court of Appeal disregarded the counterparties’ valuation analyses as they were considered to result in unreasonable valuation multiples compared to comparable companies

"Deloitte's valuation appears balanced and thorough, and it is based on the application of several methods that all clearly substantiate that the value of Sbanken shares at the time of the squeeze out was not higher than DNB's offer price. Based on the evidence presented in the Court of Appeal, the court has concluded that Deloitte's valuation is the one that provides the most realistic assessment of Sbanken's fair value at the squeeze out date of 06.04.2022"

- Gulating Lagmannsrett case nr 24-082472SKJ-GULA/AVD2