Nasdaq hikes its bid for Oslo Bors from NOK 152 to NOK 158 per share

Maria Nikolova

Shareholders representing more than one-third of the shares in Oslo Børs VPS have reaffirmed their intention not to accept the offer made by Euronext N.V.

The bidding race for Oslo Bors is heating up, as Nasdaq AB, an indirect subsidiary of Nasdaq Inc (NASDAQ:NDAQ), has just made it clear that it is raising its offer for Oslo Bors to NOK 158 per share. Nasdaq’s offer thus becomes equal (in financial terms) to Euronext’s revised offer submitted on February 11, 2019.

As per the announcement issued today, Nasdaq is increasing its offer price from NOK 152 to NOK 158 in cash per share in Oslo Børs VPS, plus an interest payment of 6% per annum on the Increased Offer Price, pro-rated per day from January 29, 2019 until the conditions to the Offer have been fulfilled or waived. The Increased Offer Price values the entire issued share capital of Oslo Børs VPS at NOK 6,795 million, or approximately $795 million, and represents a premium of 44% to the undisturbed closing price of the Oslo Børs VPS shares on the NOTC on December 17, 2018.

Nasdaq is also reducing the minimum acceptance condition under the Offer from more than 90% of the shares of Oslo Børs VPS to at least two-thirds of such shares (or such higher percentage as may be necessary to comply with any applicable regulatory requirement).

With regard to Oslo Bors’ attitude regarding Euronext’s revised offer, today’s announcement states that shareholders representing more than one-third of the shares in Oslo Børs VPS that have provided pre-acceptances to Nasdaq, have reaffirmed their support for the Offer as the best solution for Oslo Børs VPS and the Norwegian capital market. These shareholders also reaffirmed their intention not to accept the offer made by Euronext N.V. or any amended, restated, or supplemented or new offer made by or on behalf of Euronext N.V. Finally, these shareholders have agreed to extend the terms of their irrevocable pre-acceptances of the Offer from December 31, 2019 to the date which is the later of: (i) March 4, 2020; and (ii) the date which is sixty (60) days after the Euronext Offer lapses, closes or is withdrawn.

These pre-acceptances include an obligation not to accept the Euronext Offer and are irrevocable and unconditional, including in the event of a higher offer, until the date referred to above. Nasdaq continues to be in constructive dialogue with Oslo Børs VPS current shareholders.

Nasdaq also underlined that it aims to unite the Nordic capital market by bringing the Norwegian financial ecosystem together with the Danish, Finish, Icelandic and Swedish ecosystems running on the same world leading technology. While leveraging the unique strengths and qualities of Oslo Børs VPS, Nasdaq says it will also provide Norwegian listed companies with access to Nasdaq’s global network, providing increased visibility outside of the Nordics, including North America.

Following the successful completion of the transaction, Nasdaq promises to demonstrate its commitment to the development and enhancement of Oslo Børs VPS and the Norwegian capital market.

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