Euronext publishes offer document for all-cash tender offer for Oslo Bors VPS

Maria Nikolova

The acceptance period of the tender offer commences today and will expire at 17:30 CET on February 11, 2019.

Further to the Euronext’s announcement from December about its plans to submit an all-cash offer for the outstanding shares in Oslo Børs VPS, Euronext says today it has published the offer document for its previously announced all-cash tender offer to acquire all issued and outstanding shares of Oslo Bors VPS Holding ASA for NOK 6.24 billion (€625m).

The offer price is NOK 145 per share, representing a 32 % premium on Oslo Børs VPS’s closing price on December 17, 2018 and 34 % on Oslo Børs VPS’s 3-month volume-weighted average share price. Each accepting shareholder will also receive an interest payment on the offer price equal to 6 % per annum, from the date of acceptance until fulfilment of the conditions of the offer.

The acceptance period of the tender offer starts today and is set to expire at 17:30 CET on February 11, 2019. Let’s note that this period can be extended if appropriate. Euronext has already secured support for the offer from Oslo Børs VPS 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 share purchases.

The offer is subject to fulfilment or waiver of certain conditions, including but not limited to minimum acceptance level of at least 50.01 % of Oslo Børs VPS outstanding shares (including shares already held by Euronext), regulatory approvals, short confirmatory due diligence, a favourable vote from a majority of Euronext shareholders and completion of the transaction before end-August 2019.

If its offer is accepted, Euronext, already managing the national stock exchanges of five European countries and the Portuguese CSD, will be fully committed to the further development of Oslo Børs VPS, both its stock exchange and the central securities depository (CSD, known as ‘VPS’), as well as the broader Norwegian financial ecosystem.

Via the deal, Euronext aims to increase the prominence of Oslo Børs VPS’s trading business, by leveraging Euronext capabilities to position it as the key capital markets hub in the Nordic region, capitalising on its leading position in the energy, shipping and seafood sector, and as the launchpad for expansion in the Nordic region, as well as to offer Oslo Børs VPS’s issuers and investors the benefits of access to the largest liquidity pool in Europe; build a truly pan-European market data offering by combining Oslo Børs VPS’s data and audience with that of Euronext.

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