UK competition regulator investigates proposed acquisition by Nasdaq of Cinnober Financial Technology

Maria Nikolova

The CMA is investigating whether the deal may result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

The UK Competition and Markets Authority (CMA) has just announced that it is investigating the proposed acquisition by Nasdaq Technology AB, a wholly-owned subsidiary of Nasdaq Inc (NASDAQ:NDAQ), of Cinnober Financial Technology AB.

The CMA is considering whether it is or may be the case that this transaction, if carried into effect, will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002. If so, the regulator will examine whether the creation of that situation may result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

The CMA invites comments on the transaction from any interested party. These comments should be provided by December 7, 2018, to:

The deal was initially announced in mid-September this year. Nasdaq said back then that it had made an USD 190 million all cash recommended public offer to the shareholders and warrant holders of Cinnober, which is a major Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide.

Adena Friedman, President and CEO, Nasdaq commented:

“This acquisition will enhance our ability to serve market infrastructure operators worldwide, and will accelerate our ability to expand into new growth segments.”

Nils-Robert Persson, co-founder and Chairman of the Board of Directors of Cinnober, said

“I see the offer as the next step in Cinnober’s development as it will enable Cinnober and its highly talented employees to be even more successful in serving customers as well as expanding its technology and offering to even more customers and segments. I really believe in the strategic logic of combining Cinnober and Nasdaq’s Market Technology business also as it reinforces the strong technology foundation in Sweden. As the largest shareholder of Cinnober, I am supportive of the offer and intend to accept the offer.”

Nasdaq said it would fund the acquisition with either cash on hand or liquidity available under existing credit facilities, and remains committed to the existing capital deployment priorities, including funding attractive organic investment opportunities, continuing its dividend growth and share repurchase objectives, as well as achieving a “mid-2x’s” gross debt to EBITDA ratio by mid-2019.

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