Nasdaq to make bid to acquire all shares of Oslo Bors

Maria Nikolova

Oslo Bors’s Board of Directors recommends to shareholders that they do not accept the offer made by Euronext NV.

There has been a twist in the developments around the planned deal between Oslo Bors and Euronext. Earlier today, Nasdaq AB, an indirect subsidiary of Nasdaq Inc (NASDAQ:NDAQ) announced that it will make a public offer to acquire all of the issued shares of Oslo Børs VPS Holding ASA at NOK 152 per share.

The Board of Directors of Oslo Bors supports the Nasdaq offer. It unanimously recommends that the shareholders of Oslo Børs VPS accept Nasdaq’s proposal and do not accept the offer to acquire the shares of Oslo Børs VPS made by Euronext NV.

The key elements of the Nasdaq bid include:

  • Nasdaq AB is offering NOK 152 in cash per share in Oslo Børs VPS, as well as an interest payment of 6% per annum on the offer price, pro-rated per day from January 29, 2019 until the conditions to the offer have been fulfilled or waived.
  • The Offer Price represents a 5% premium to the price of the offer to acquire the shares of Oslo Børs VPS made by Euronext of NOK 145 per share, excluding the interest payment which Euronext has offered to pay.
  • The Offer Price values the entire issued share capital of Oslo Børs VPS at NOK 6,537 million, or approximately $770 million, and represents a premium of 38% to the undisturbed closing price of the Oslo Børs VPS shares on the NOTC on 17 December 2018.

Nasdaq has secured pre-acceptances of its Offer from shareholders representing approximately 35.11% of the shares in Oslo Børs VPS, including DNB and KLP. These pre-acceptances are irrevocable and unconditional, including in the event of a higher offer until the long stop date of 31 December 2019.

Nasdaq plans to maintain the Norwegian model of regulation, governance and supervision in combination with a unique Norwegian Advisory Board and Norwegian representation on Nasdaq’s Nordic committees. It also intends to preserve the Oslo Børs brand, as well as further develop Oslo Børs VPS’ marketplaces as venues for the listing and trading of equity, bonds and equity certificates.

The Board of Oslo Børs VPS also notes that

  1. completion of the Euronext Offer is conditional upon acceptance from shareholders representing (together with shares already owned by Euronext N.V.) 50.01% of the shares in the Company and that

  2. Euronext N.V. currently owns 5.3% of the shares in the Company, while shareholders representing 45.2% of the shares in the Company have pre-accepted the Euronext Offer.

“Our customers are primarily Nordic financial groups preferring harmonized services throughout the Nordic region and Nordic delivery models,” said Bente A. Landsnes, President and CEO of Oslo Børs VPS. “There is already a well-established collaboration between Nordic banks, brokers, broker associations and supervisory authorities. We see a combination for Oslo Børs with Nasdaq to be a natural step to further develop both the Norwegian and Nordic markets.”

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