Nasdaq Announces Launch of Public Offer for Oslo Børs VPS
Based on an overall evaluation of the factors considered relevant, the Board of Directors of Oslo Børs VPS considers that the Offer is the best alternative for all stakeholders (including shareholders, issuers, investors, banks and investment banks operating in the Norwegian capital market) and therefore unanimously recommends that the shareholders of Oslo Børs VPS accept the Offer and do not accept the offer to acquire the shares of Oslo Børs VPS made by
The key features of the Offer include:
Nasdaq ABis offering NOK 152in 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 2019until the conditions to the Offer have been fulfilled or waived.
- The Offer can be accepted from
4 February 2019to 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 NVof NOK 145per share, excluding the interest payment which Euronexthas 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 Gruppenand 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 NVand are irrevocable and unconditional, including in the event of a higher offer, until the long stop date of 31 December 2019.
The Offer Document contains the complete terms and conditions of the Offer. Subject to restrictions under applicable securities laws, the Offer Document is being distributed to all shareholders listed in Oslo Børs VPS’ share register.
The recommendation by the Board is included in the Offer Document and also will be made available on Oslo Børs VPS’ website. Arctic Securities AS has provided the Board of Oslo Børs VPS an independent fairness opinion of the Offer, which is also included in the recommendation.
For further information, please contact:
Oslo Børs VPS:
+47 93 06 00 00; email@example.com
Important Information about the Offer
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer to purchase all the shares of Oslo Børs VPS is contained in the Offer Document published by
The distribution of the Offer Document and the making of the Offer may in certain jurisdictions be restricted by law, including without limitation in
The Offer is being made to shareholders of Oslo Børs VPS resident in
About Oslo Børs VPS
Through its business areas, the Oslo Børs VPS Group operates marketplaces for trading in financial instruments, together with settlement, securities registration and information services, in order to give customers access to an efficient and effective capital market. Oslo Børs VPS Holding ASA owns 100% of the share capital of Oslo Børs ASA, Verdipapirsentralen ASA and Oslo Market Solutions AS. Oslo Børs ASA owns 100% of the share capital of NOTC AS and 97% of the share capital of Fish Pool ASA, and VPS owns 100% of the share capital of Centevo AB.
Nasdaq (Nasdaq: NDAQ) is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today's global capital markets. As the creator of the world's first electronic stock market, its technology powers more than 100 marketplaces in 50 countries. Nasdaq is home to over 4,000 total listings with a market value of approximately $12 trillion. To learn more, visit business.nasdaq.com.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release relating to future status and circumstances, including statements regarding the anticipated offer timeline are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nasdaq and its subsidiaries. Such risk factors may include the ability of Nasdaq to receive regulatory approvals necessary for the Offer, ability of Nasdaq to complete the Offer and any other risk factors detailed in Nasdaq's annual report on Form 10-K, and periodic reports filed with the U.S. Securities and Exchange Commission. Any such forward-looking statements speak only as of the date on which they were made and Nasdaq has no obligation (and undertake no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for as required by applicable laws and regulations.
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations. These disclosures will be included on Nasdaq’s website under “Investor Relations.”
Source: Nasdaq, Inc.