The proposed combination of the two companies will provide benefits for the customers – issuers, members and investors – through increased liquidity, efficient member access and a broader range of services. The combination is also expected to provide benefits for the shareholders through cost synergies as well as an expected higher activity on the cash and derivatives markets over time, resulting in increasing revenues for the combined entity.
The combination shall be effected through an offer (the “Offer”) by OMX to CSE’s shareholders to acquire all outstanding shares of CSE. In conjunction with the publication of the formal Offer through a prospectus in late December 2004, a new press release will be issued including inter alia preliminary pro forma financial information of the combined company. Through the Offer OMX will offer 42.7448 newly issued shares in OMX in exchange for each CSE share or a cash consideration of DKK 3,050 per CSE share, or a combination thereof (see Main Terms of the Offer below for more details).
The Offer will be based on a total value of all issued CSE shares of DKK 1,220 million, including net cash of DKK 258 million in CSE as of September 30, 2004. The combination is supported by several of the major shareholders of CSE, including Danske Bank, Nordea, Sydbank, Amagerbanken, Alfred Berg Bank, Jyske Bank, Alm. Brand Bank, Carnegie, SEB, Handelsbanken, Nykredit, Realkredit Danmark, BRFkredit, Carlsberg, Danisco, TDC and Oslo Børs, which, together with the shares already owned by OMX and CSE’s own shares, represent more than 66.7 percent of the shares of CSE. This level of support exceeds the threshold where OMX may unilaterally decide to consummate the Offer (see Conditions to the Offer below for more details).
The Board of Directors of CSE recommends that the CSE shareholders accept the Offer and will further outline its views on the Offer to the shareholders in conjunction with the publication of the formal Offer. The Board of Directors of OMX recommends that the OMX shareholders vote for the necessary resolutions at the extraordinary general meeting planned to be held in the beginning of February, 2005.
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