Oslo Bors to invite interested parties to participate in offer for its shares

Maria Nikolova

The Board of Oslo Bors VPS Holding plans to invite relevant parties that may be interested in the opportunity of making an offer for its shares to participate in an offer process.

There has been some development around the planned tender offer by Euronext N.V. for all the outstanding shares of Oslo Bors VPS Holding ASA.

In an announcement published earlier today, Oslo Bors noted the information that some other relevant parties did not participate in the compact auction process that was carried out in December. Given this, the Board of Oslo Bors VPS Holding has decided to invite relevant parties that may be interested in the opportunity of making an offer for shares in Oslo Børs VPS to participate in an offer process.

The process is poised to take place now in January, and its purpose will be to find the optimal solution in the best interests both of shareholder value and of the functions of the group’s stock exchange and central securities depository activities in the Norwegian securities market. The Board intends to hold meetings with Euronext and other interested parties before it issues its evaluation and recommendation to shareholders.

The Board of Oslo Børs VPS has engaged Arctic Securities as an advisor to assist with this process.

Let’s recall that, on December 28, 2018, Euronext announced that it has raised its commitment from 49.6% to 50.6% of Oslo Børs VPS Holding ASA (Oslo Bors) outstanding shares. This 50.6% commitment includes irrevocable pre-commitments from Oslo Bors shareholders to tender 45.5% of the outstanding shares, and share purchases performed by Euronext, representing a further 5.1% of the capital (2,193,000 shares).

As part of the contemplated transaction, Euronext is set to launch a NOK 6.24 billion (€625 million) all-cash offer for the outstanding shares in Norwegian Stock Exchange and national CSD operator Oslo Bors VPS at NOK 145 per share. This represents a 32% premium on Oslo Børs VPS’s closing price on 17 December 2018 and 34% on Oslo Børs VPS’s 3-month volume-weighted average share price.

Euronext’s offer will be subject to certain customary conditions including a short due diligence period, minimum acceptance threshold of 50%, regulatory approvals and a favourable vote of Euronext shareholders.

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