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Nasdaq AB, an indirect wholly-owned subsidiary of Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq”), today published the offer document (the “Offer Document”) for its public offer to acquire all of the issued shares of Oslo Børs VPS Holding ASA (NOTC: OSLO/OTCMKTS: OSBHF) (“Oslo Børs VPS”) for NOK 152 per share (the “Offer”), which was previously announced via joint press release by Nasdaq AB and Oslo Børs VPS on 30 January 2019. The Offer Document is available at: http://ir.nasdaq.com/acquisitions/oslo-validation-access-rights.
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 Euronext NV.
The key features of the Offer include:
- Nasdaq AB is offering NOK 152 in 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 2019 until the conditions to the Offer have been fulfilled or waived.
- The Offer can be accepted from 4 February 2019 to 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 NV of NOK 145 per share, excluding the interest payment which Euronext has 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 Gruppen and 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 NV and 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.
