Nasdaq publishes offer document for Oslo Bors

Maria Nikolova

Nasdaq AB is offering NOK 152 in cash per share in Oslo Børs VPS, plus an interest payment of 6% per annum on the offer price.

Further to last week’s announcement by Nasdaq AB, an indirect subsidiary of Nasdaq Inc (NASDAQ:NDAQ), that it will make a public offer to acquire all of the issued shares of Oslo Børs VPS Holding ASA, the document for the public offer was published today.

Let’s note that the Board of Directors of Oslo Børs VPS recommends that the shareholders accept Nasdaq’s offer and do not accept the offer to acquire the shares of Oslo Børs VPS made by Euronext NV.

This happens in the face of today’s announcement by Euronext which reiterated its intentions to press ahead with the acquisition of Oslo Bors’s shares.

The key features of Nasdaq’s offer for Oslo Bors’s shares include:

  • Nasdaq AB is offering NOK 152 in cash per share in Oslo Børs VPS (the “Offer Price”), plus an interest payment of 6% per annum on the Offer Price, pro-rated per day from 29 January 2019 until the conditions to the Offer have been fulfilled or waived.
  • The Offer can be accepted from 4 February 2019 to and including 4 March 2019 (subject to extension and re-opening).
  • The Offer Price represents a 5% premium to the price of the offer to acquire the shares of Oslo Børs VPS made by Euronext NV 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 obtained pre-acceptances of the Offer from shareholders representing approximately 35.20% of the shares in Oslo Børs VPS, including DNB Livsforsikring ASA (DNB), Kommunal Landspensjonskasse (KLP), Must Invest AS, Sparebanken Vest, MP Pensjon PK, SpareBank1 Gruppen, Eika Gruppen and Oslo Børs VPS’ President and Chief Executive Officer, Bente A. Landsnes. These pre-acceptances include an obligation not to accept the offer made by Euronext NV and are irrevocable and unconditional, including in the event of a higher offer, until the long stop date of December 31, 2019.

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