Nasdaq Acquires Cinnober
— Cinnober (@Cinnober) January 10, 2019
Nasdaq Technology completes its recommended public cash offer to the shareholders and warrant holders of Cinnober
We want to welcome @Cinnober to @Nasdaq. By combining our teams’ intellectual capital & technology competence, we will accelerate efforts in delivering the most advanced market infrastructure #tech to the industry. https://t.co/PU5TPijPh0 $NDAQ #RewriteTomorrow #fintech pic.twitter.com/JwzVcp5BZq
— Nasdaq (@Nasdaq) January 10, 2019
On 18 December 2018, Nasdaq Technology AB, a wholly-owned indirect subsidiary of Nasdaq, Inc., announced the Revised Offer (see definition below). At the end of the extended acceptance period on 9 January 2019, the Revised Offer has been accepted by shareholders representing a total of 20,654,777 shares in Cinnober, corresponding to 91.0 percent of the total number of shares in Cinnober.1 This implies that Nasdaq Technology controls 98.2 percent of the total number of shares in Cinnober.2 Nasdaq Technology will now complete the Revised Offer and, at the same time, is extending the acceptance period to 30 January 2019 in order to give the remaining shareholders an additional opportunity to accept the Revised Offer.
The Revised Offer
On 14 September 2018, Nasdaq Technology AB (”Nasdaq Technology”) announced a recommended public cash offer to the shareholders and warrant holders in Cinnober Financial Technology Aktiebolag (”Cinnober”) to acquire all shares and warrants in Cinnober for SEK 75 for each share and SEK 85 for each warrant (the ”Offer”).
On 18 December 2018, Nasdaq Technology announced an increase of the consideration in the Offer to SEK 87 in cash for each share and to SEK 121 in cash for each warrant in Cinnober, waiving the condition regarding regulatory, governmental or similar clearances and extended the acceptance period until 17.00 CET on 9 January 2019 (the “Revised Offer”). On the same day, Cinnober announced that its Board of Directors3 had unanimously resolved to recommend the shareholders to accept the Revised Offer.
The outcome of the Revised Offer
At the end of the extended acceptance period on 9 January 2019, the Revised Offer has been accepted by shareholders representing a total of 20,654,777 shares in Cinnober, corresponding to 91.0 percent of the total number of shares. Nasdaq Technology has, during the period 19 December 2018 – 9 January 2019, acquired 1,620,030 shares, corresponding to 7.1 percent of the total number of shares in Cinnober, at a price corresponding, at most, to the price in the Revised Offer. In total, including the acceptances received at the end of the extended acceptance period, Nasdaq Technology controls 22,274,807 shares, corresponding to 98.2 percent of the total number of shares in Cinnober. Further, at the end of the extended acceptance period, the Revised Offer has been accepted by warrant holders representing a total of 141,200 warrants.
Other than the above mentioned shares and warrants, none of Nasdaq Technology or Nasdaq, Inc. holds any financial instruments that provide a financial exposure to Cinnober’s shares.
The Revised Offer is completed
Nasdaq Technology previously withdrew the condition to closing relating to regulatory clearances, and, as a result, all terms of the Revised Offer have been fulfilled. Therefore, Nasdaq Technology is now proceeding to complete the Revised Offer.
Settlement with respect to the shares for which acceptances have been received as of 9 January 2019 is expected to commence on 17 January 2019.
Nasdaq Technology intends to initiate compulsory redemption of the remaining shares in Cinnober and to promote a delisting of the shares in Cinnober from Nasdaq First North.
Extension of the acceptance period
In order to give the shareholders who have not yet accepted the Revised Offer additional opportunity to accept the Revised Offer, Nasdaq Technology has decided to extend the acceptance period until 17.00 CET on 30 January 2019. Settlement with respect to the shares for which acceptances are received during this new extended acceptance period is expected to commence around 6 February 2019.
SEB is acting as financial advisor and Advokatfirman Cederquist is acting as legal advisor as to Swedish law, to Nasdaq, Inc. and Nasdaq Technology.
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