Euronext increases offer for Oslo Bors to NOK 158 per share

Maria Nikolova

Euronext notes, however, that the Board of Oslo Børs VPS has decided to support the Nasdaq offer and has not indicated at any point that it would welcome a revised offer.

The bidding race for Oslo Bors is gathering pace, as Euronext has earlier today announced it is revising upwards its offer for Oslo Børs VPS Holding ASA. The revision comes shortly after Nasdaq made a bid for Oslo Bors’ share capital.

Euronext’s revised bid proposes an Offer Price NOK 158 per share. This is being increased from NOK 145 in the original offer.

The new offer price represents a 44% premium on Oslo Børs VPS`s undisturbed closing price as of 17 December 2018 and 46% on Oslo Børs VPS`s 3-month volume-weighted average share price as of 17 December 2018. Each accepting shareholder will also receive an Interest Payment on the Revised Offer Price equal to 6% per annum, from the earlier of the date of acceptance of the Offer or 29 January 2019 until fulfilment of the conditions of the Offer.

The Acceptance Period of the Offer, previously set to expire on February 11, 2019 at 17:30 Central European Time, has been extended for a further 4 weeks and will now expire on March 11, 2019 at 17:30 Central European Time.

Euronext has already secured support for the Offer from shareholders representing 50.5% of the total number of outstanding shares, through irrevocable binding pre-commitments to tender shares in the context of the Offer and shares directly owned by Euronext. These irrevocable undertakings remain valid regardless of any competing offer that has been or may be made in the context of this transaction. In addition, 22 shareholders have decided to strengthen their commitment to support Euronext`s Offer by extending the deadline for their irrevocable pre-commitments to the end of December 2019. Together with Euronext, these shareholders already represent around 38% of the share capital.

Euronext notes, however, that the Board of Oslo Børs VPS decided irrevocably to support a competing offer, regardless of terms, and has not indicated at any point to Euronext that it would welcome a revised offer. Euronext has however been encouraged by widespread support for its project for Oslo Børs VPS following dialogue with a large number of relevant market participants in Norway, and remains keen to continue engaging with all key stakeholders in Oslo Børs VPS, including its management, board of directors and the local financial ecosystem.

Euronext stressed its commitment to maintaining, investing in and developing Oslo Børs VPS as a key market infrastructure in Norway and internationally for the benefit of all stakeholders. The company names Oslo Børs and VPS, which are key assets and widely recognised by client community, are set to remain unchanged under Euronext ownership. The Board of Oslo Børs VPS will continue to include Norwegian independent members and employees. Also, there will be no change in the regulatory environment linked to Euronext`s transaction and Finanstilsynet will be invited to join Euronext`s college of regulators, that supervises Euronext at Group-level.

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