.jpg)
On 18 December 2018, Nasdaq Technology AB (“Nasdaq Technology”), a wholly-owned indirect subsidiary of Nasdaq, Inc. (Nasdaq: NDAQ), announced the Revised Offer (see definition below). On 10 January 2019, Nasdaq Technology announced that at the end of the extended acceptance period 9 January 2019 it controlled 98.2 percent of the total number of shares in Cinnober and completed the Revised Offer. At the same time, the acceptance period was further extended up to and including 30 January 2019. At the end of the further extended acceptance period on 30 January 2019, the Revised Offer has been further accepted by shareholders representing a total of 321,886 shares in Cinnober, corresponding to 1.4 percent of the total number of shares in Cinnober. This implies that Nasdaq Technology controls 99.6 percent of the total number of shares in Cinnober. Nasdaq Technology will not extend the acceptance period further. The last day of trading of the share on Nasdaq Stockholm will be 8 February 2019.
The Revised Offer
On 14 September 2018, 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 9 January 2019 (the “Revised Offer”).
On 10 January 2019 Nasdaq Technology announced that at the end of the extended acceptance period 9 January 2019 it controlled 98.2 percent of the total number of shares in Cinnober and completed the Revised Offer. In order to give the shareholders who had not yet accepted the Revised Offer additional opportunity to accept the Revised Offer, Nasdaq Technology decided to further extend the acceptance period until 17.00 CET on 30 January 2019.
The outcome of the Revised Offer
At the end of the further extended acceptance period on 30 January 2019, the Revised Offer has been further accepted by shareholders representing a total of 321,886 shares in Cinnober, corresponding to 1.4 percent of the total number of shares. Furthermore, at the end of the further extended acceptance period, the Revised Offer has been accepted by warrant holders representing all warrants. Nasdaq Technology has, during the period 10 January 2019 - 30 January 2019, not acquired any shares in Cinnober. In total, including the acceptances received at the end of the extended acceptance period, Nasdaq Technology controls 22,596,693 shares, corresponding to 99.6 percent of the total number of shares in Cinnober.
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 extended acceptance period is not further extended
Nasdaq Technology will not extend the acceptance period further. Settlement with respect to the shares for which acceptances have been received as of 30 January 2019 is expected to commence on 6 February 2019.
Nasdaq Technology has initiated a compulsory redemption of the remaining shares in Cinnober. Further, Cinnober announced on 24 January 2019 that Cinnober will be delisted from Nasdaq First North and that the last day of trading will be 8 February 2019.
Advisors
SEB is acting as financial advisor and Advokatfirman Cederquist is acting as legal advisor as to Swedish law, to Nasdaq, Inc. and Nasdaq Technology.
