03.04.2019

Nasdaq Raises Offer For Oslo Børs

Nasdaq remains highly committed to completing its acquisition of Oslo Børs VPS and to providing the best long term solution for the Norwegian financial ecosystem

  • Nasdaq raises its offer price from NOK 152 to NOK 158
  • Nasdaq reduces the minimum acceptance condition of its offer from more than 90% to at least two-thirds of the shares of Oslo Børs VPS, or such higher percentage as may be necessary to comply with any applicable regulatory requirement
  • Nasdaq reaffirms its commitment to its six-point program for the development and enhancement of Oslo Børs VPS and the Norwegian capital market
    Shareholders representing more than one-third of the shares in Oslo Børs VPS that have provided pre-acceptances to Nasdaq reaffirm their
  • support for the Offer as the best solution for Oslo Børs VPS and the Norwegian capital market and extend the terms of their irrevocable pre-acceptances
  • Nasdaq extends the acceptance period for its offer to March 29, 2019 and also extends the Drop-dead Date
  • The Offer is not subject to Nasdaq shareholder approval

Nasdaq AB, an indirect subsidiary of Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq”), announced today that it remains highly committed to its offer (the “Offer”) to acquire all of the issued shares of Oslo Børs VPS Holding ASA (NOTC: OSLO/OTCMKTS: OSBHF) (“Oslo Børs VPS”) made pursuant to its offer document published on February 4, 2019 (the “Offer Document”) and to completing its acquisition of Oslo Børs VPS, which provides the best long term solution for the Norwegian financial ecosystem.

Nasdaq is increasing its offer price from NOK 152 to NOK 158 in cash per share in Oslo Børs VPS (the “Increased Offer Price”), 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.

In order to provide greater assurance to shareholders of Oslo Børs VPS, Nasdaq is 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).

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. (the “Euronext Offer”) 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.

“We remain confident that our offer is the superior solution for the shareholders, members, issuers, investors and employees of Oslo Børs VPS,” said Adena Friedman, President and CEO of Nasdaq. “Nasdaq has a strong track record of successfully operating exchanges in the Nordic region, and we have repeatedly proven that we are able to combine the advantages of being one of the world’s leading market operators with an ability to facilitate the distinctions and individual strengths of national financial ecosystems.”

Nasdaq reaffirms its vision 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. This united Nordic capital market will maintain the local characteristics important to the specific uses and best practices developed over decades in Norway and throughout the other Nordic countries. While leveraging the unique strengths and qualities of Oslo Børs VPS, Nasdaq will also provide Norwegian listed companies with access to Nasdaq’s global network, providing increased visibility outside of the Nordics, including North America. Finally, a united Nordic capital market infrastructure will enhance even more the already high level of engagement between regulatory bodies and governmental authorities in all the Nordic countries.

Following the successful completion of the transaction, Nasdaq will demonstrate its commitment to the development and enhancement of Oslo Børs VPS and the Norwegian capital market through the following six-point program:

Ensure that Oslo Børs VPS has its own separate and influential voice within Nasdaq Nordic
Nasdaq will establish a new and unique Norwegian Advisory Board, ensure Norwegian representation on Nasdaq Nordic’s committees and maintain the Norwegian approach to regulation and supervision.

Nasdaq will also make sure that the unique characteristics of Oslo Børs VPS and the Norwegian financial market will be preserved. Current trading hours and local holidays will be recognized under Nasdaq ownership.

Create a Center of Excellence in Custody and Settlement Services
Nasdaq will capitalize on, and further develop, VPS within the Nordic environment and make it Nasdaq’s regional Center of Excellence for custody and settlement services, including developing an international solution offering in the post-trade area based on the depth of existing expertise of VPS.

Today, Nasdaq operates two central securities depositories (CSDs) in the Nordic and Baltic region, and VPS would complement those offerings and provide the scale needed to extend operations into other parts of the region.

Create a Center of Excellence in Commodities
Nasdaq will leverage the unique Norwegian-based talent and experience to build a Center of Excellence in commodities, with Oslo Børs VPS as the core of our global operations.

Oslo Børs VPS is already one of the world’s leading commodities marketplaces. This will be combined with  the power derivatives exchange based in Norway that Nasdaq has operated for more than a decade.

Maintain Oslo Børs VPS’ leading global position in the Ocean Economy
Nasdaq will enable Oslo Børs VPS and its listed companies, including companies within the important energy, shipping and seafood sectors, to reach a wider base of investors by tapping into Nasdaq’s global platform and broad capabilities, including leveraging its resources, technology, data and household name brand.

Support continuing development of the Norwegian financial markets
Nasdaq will promote financial market development in Norway by making full-use of the depth of talent and expertise in Oslo, particularly in exchange and post-trade services and in IT generally. This also includes leveraging existing product offerings and creating new ones.

With its global presence, Nasdaq will increase exposure to Norway’s financial markets for market participants that are located elsewhere in the Nordics, as well as in North America – both regions being important sources of foreign investment for the country. Nasdaq will strengthen and further develop listing and trading of equity, bonds, equity certificates and derivatives.

The ability to use a common technology platform and network protocol in the Nordic countries would allow stakeholders already active in the region to enjoy working on a familiar exchange platform, while Norwegian issuers get access to a broader pan-Nordic network of trading members and investors.

Promote a better environment for small and medium enterprises (SMEs)
Nasdaq will continue to nurture the Norwegian SME marketplace, including the high yield market which is an important source of capital.

In recent years, the majority of new listings on Nasdaq Nordic markets have been SMEs. Nasdaq, by partnering with Oslo Børs VPS, will provide Norwegian SMEs with access to a pan-Nordic network of trading members, banks and investors as well as access to an international marketplace through Nasdaq First North.

Today, 348 companies are listed on First North and since 2016, 190 companies have together raised more than $2.2 billion of capital. More than 70 companies now listed on Nasdaq’s Nordic Main Markets have started their growth journey on First North.

“Nasdaq’s ownership of Oslo Børs VPS is the best way to serve the Norwegian financial ecosystem,” says Lauri Rosendahl, President, Nasdaq Nordic. “To Nasdaq, embracing the uniqueness of the local markets is not a catch phrase, it’s in our business DNA. We want to combine both companies’ experience and knowledge that have made each of us what we are, while maintaining the unique aspects of Oslo Børs VPS.”

The acceptance period for the Offer, previously set to expire on March 4, 2019 at 17.30 CET, has been extended to March 29, 2019 at 17.30 CET, and the Drop-dead Date (as defined in the Offer Document) has been extended 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. Nasdaq may in its sole discretion further extend or re-open the acceptance period for the Offer (one or more times) prior to the Drop-dead Date (as so extended), subject to Nasdaq AB’s obligation to re-open the acceptance period for the Offer, or by other adequate means permit shareholders of Oslo Børs VPS to accept the Offer, if the minimum acceptance condition has not been satisfied or waived prior to the expiry of the acceptance period and the Euronext Offer is withdrawn after the expiry of the acceptance period but prior to the Drop-dead Date.

Nasdaq remains confident that the outstanding conditions of its Offer can be satisfied within a reasonable timeframe. Nasdaq notes that, in contrast to the Euronext Offer, its Offer is not subject to Nasdaq shareholder approval, which provides greater assurance to shareholders of Oslo Børs VPS that the Offer is capable of being successfully completed.

Nasdaq submitted its application for authorization of its acquisition of Oslo Børs VPS to the Norwegian Financial Supervisory Authority and received confirmation that its application was complete on February 15, 2019. Given the importance of the regulatory approval process, Nasdaq does not expect to make further announcements regarding any of the material terms of the Offer until the outcome of that process is known.

Source: Nasdaq

Euronext responded:

Euronext notes that the Oslo Børs VPS Board of Directors has considered Euronext’s increased offer announced on 11 February 2019 as equal to the updated Nasdaq offer from a purely financial point of view. Euronext also notes that today, following Nasdaq’s announced decision to match Euronext’s offer, the Board of Directors has upheld its recommendation of Nasdaq as the preferred bidder in line with its commitment to do so under any circumstances.

Euronext remains confident that it represents the strategically most attractive industrial partner for Oslo Børs VPS and for the Norwegian financial and business community in general, and continues to be open to engage with Oslo Børs VPS’s Board, management and shareholders, to further discuss the merits of its offer and strategic plan. Furthermore, as per Euronext’s offer, current shareholders of Oslo Børs VPS who have to date not tendered their shares in favour of our offer would be welcome to remain shareholders if they so wish and become partners of Euronext following the acquisition.

Euronext’s offer is currently awaiting regulatory clearance, in accordance with applicable laws and regulations, which is the last major condition precedent to complete the acquisition of the majority of the Oslo Børs VPS’s shares. Euronext’s Reference Shareholders, who represent 23.86% of Euronext capital, have also confirmed their joint support to Euronext for this transaction.

Euronext reiterates that it has already secured a majority of the Oslo Børs VPS’s shares, that its minimum ownership condition has therefore been fulfilled and that it will complete the transaction once regulatory clearance has been obtained.

Source: Euronext

From Oslo Børs:

Nasdaq AB has decided to match Euronext’s amended offer

Reference is made to the recommended public offer by Nasdaq AB for all the shares of Oslo Børs VPS Holding ASA (NOTC: OSLO/OTCMKTS: OSBHF) (“Oslo Børs VPS”) announced on 4 February 2019 (the “Nasdaq Offer”) and the amended offer by Euronext N.V. announced on 11 February 2019 (the “Amended Euronext Offer”).

The board of directors of Oslo Børs VPS (the “Board”) has been informed that Nasdaq AB in accordance with the transaction agreement between Oslo Børs VPS and Nasdaq AB has decided to increase the offer price in the Nasdaq Offer from NOK 152 to NOK 158 per share, in order to match the offer price in the Amended Euronext Offer of NOK 158 per share.

The Board has further been informed by Nasdaq AB that shareholders representing more than 1/3 of the shares in Oslo Børs VPS have reaffirmed their support for the Nasdaq Offer as the best solution for Oslo Børs VPS and the Norwegian capital market and have agreed to extend their irrevocable pre-acceptances until the later of 4 March 2020 and 60 days after the expiration or closing of the Amended Euronext Offer and that the acceptance period for the Nasdaq Offer has been extended until 29 March 2019.

The Board also notes that the minimum acceptance condition of the Nasdaq Offer has been reduced from more than 90% to at least two-thirds of the shares of Oslo Børs VPS, or such higher percentage as may be necessary to comply with any applicable regulatory requirement, and that the Nasdaq Offer is not subject to shareholder approval.

The Board has considered the Amended Euronext Offer and the amended Nasdaq Offer.

The Board acknowledges that the amended offers are equal from a purely financial point of view, but the Board reiterates and maintains its view (i) that Nasdaq AB is the preferred owner of Oslo Børs VPS from an industrial and strategic perspective, and (ii) that the offer from Nasdaq AB would be more likely than the Amended Euronext Offer to promote the long term success of the Oslo Børs VPS Group having regard to the strategic interests of the capital market participants based in Norway and elsewhere in the Nordic region. The Board also reiterates that Oslo Børs VPS shareholders holding more than one third of the shares in Oslo Børs VPS shares, including customers of Oslo Børs VPS, have irrevocably undertaken to accept the Nasdaq Offer. Reference is in this respect also made to the recommendations in the statement by the Board dated 4 February 2019.

Based on such review, the Board has unanimously resolved to recommend the shareholders of Oslo Børs VPS to accept the amended Nasdaq Offer and not to accept the Amended Euronext Offer.
Based on the above, Oslo Børs VPS and Nasdaq AB have also agreed to amend the drop-dead date pursuant to the transaction agreement (further described in the offer document for the Nasdaq Offer). The drop-dead date has been changed from 31 December 2019 to the later of 4 March 2020 and 60 days after the expiration or closing of the Amended Euronext Offer.

Source: Oslo Børs

 

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