Nasdaq AB, an indirect subsidiary of Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq”), today received the ruling by the Ministry of Finance in Norway in regards to the future ownership requirements of Oslo Børs VPS Holding ASA (NOTC: OSLO/OTCMKTS: OSBHF) (“Oslo Børs VPS”) in connection with Nasdaq AB's offer (the “Offer”) to acquire all of the issued shares of Oslo Børs VPS made pursuant to its offer document published on February 4, 2019, as amended by the announcement made on March 4, 2019 (the “Offer Document”).
“While the Ministry of Finance has confirmed that Nasdaq is a suitable owner of Oslo Børs VPS in accordance with the applicable Norwegian statutory requirements, the decision not to require a two thirds majority of the shares to be obtained by any person seeking to acquire control of Oslo Børs VPS is disappointing,” said Lauri Rosendahl, President, Nasdaq Nordic. “Based on an expert review of publicly available information, there are no exchanges in Europe where a majority shareholder owns more than fifty, but less than two-thirds of the shares. We were hopeful the Norwegian authorities would make a decision consistent with this widespread European practice. Nasdaq will now analyse the decision in detail and assess our options.”
Over the last weeks and months, Nasdaq has received overwhelming support for its offer to acquire Oslo Bors VPS from a large number of key stakeholders in the Norwegian financial market. Through our conversations with representatives from investment firms, issuers, industry organizations and the public sector, we understand that a large majority prefers Nasdaq as the future owner of Oslo Bors VPS. We believe that the many bonds that we have formed through this process has strengthened our ties to Norway and provide increased opportunities for Nasdaq’s already thriving Norwegian business to continue to grow.
For additional information on the strategic rationale for, and the terms and conditions of, the Offer and on Nasdaq's future plans for the development of and strengthening of Oslo Børs VPS and the Nordic region's financial ecosystem generally, please refer to the Offer Document which is available at http://ir.nasdaq.com/acquisitions/oslo-validation-access-rights. You may also visit https://business.nasdaq.com/oslo-bors to find additional information and our previous communications.
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. The complete Offer Document is, subject to restrictions under applicable securities laws, being distributed free of charge to all Oslo Børs VPS’ shareholders registered in Oslo Børs VPS’ share register in Verdipapirsentralen (the Norwegian Central Securities Depository) as of February 1, 2019 and is available at http://ir.nasdaq.com/acquisitions/oslo-validation-access-rights.
The distribution of the Offer Document and the making of the Offer may in certain jurisdictions be restricted by law, including without limitation in Canada, Australia and Japan. Accordingly, the Offer is not made and does not constitute an offer or solicitation in these jurisdictions, or in any jurisdiction or to any person where the making or acceptance of the offer or solicitation would be in violation of the laws or regulations of such jurisdiction.
The Offer is being made to shareholders of Oslo Børs VPS resident in the United States in reliance on the Tier I exemption pursuant to Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934.
