Oslo Børs VPS: Re Announcement From Nasdaq

Nasdaq AB has decided to match Euronext's amended offer 

Reference is made to the recommended public offer by Nasdaq AB for all the shares of Oslo Børs VPS Holding ASA (NOTC: OSLO/OTCMKTS: OSBHF) (“Oslo Børs VPS”) announced on 4 February 2019 (the "Nasdaq Offer") and the amended offer by Euronext N.V. announced on 11 February 2019 (the "Amended Euronext Offer"). 

The board of directors of Oslo Børs VPS (the "Board") has been informed that Nasdaq AB in accordance with the transaction agreement between Oslo Børs VPS and Nasdaq AB has decided to increase the offer price in the Nasdaq Offer from NOK 152 to NOK 158 per share, in order to match the offer price in the Amended Euronext Offer of NOK 158 per share. 

The Board has further been informed by Nasdaq AB that shareholders representing more than 1/3 of the shares in Oslo Børs VPS have reaffirmed their support for the Nasdaq Offer as the best solution for Oslo Børs VPS and the Norwegian capital market and have agreed to extend their irrevocable pre-acceptances until the later of 4 March 2020 and 60 days after the expiration or closing of the Amended Euronext Offer and that the acceptance period for the Nasdaq Offer has been extended until 29 March 2019. 

The Board also notes that the minimum acceptance condition of the Nasdaq Offer has been reduced from more than 90% to at least two-thirds of the shares of Oslo Børs VPS, or such higher percentage as may be necessary to comply with any applicable regulatory requirement, and that the Nasdaq Offer is not subject to shareholder approval.

The Board has considered the Amended Euronext Offer and the amended Nasdaq Offer. 

The Board acknowledges that the amended offers are equal from a purely financial point of view, but the Board reiterates and maintains its view (i) that Nasdaq AB is the preferred owner of Oslo Børs VPS from an industrial and strategic perspective, and (ii) that the offer from Nasdaq AB would be more likely than the Amended Euronext Offer to promote the long term success of the Oslo Børs VPS Group having regard to the strategic interests of the capital market participants based in Norway and elsewhere in the Nordic region. The Board also reiterates that Oslo Børs VPS shareholders holding more than one third of the shares in Oslo Børs VPS shares, including customers of Oslo Børs VPS, have irrevocably undertaken to accept the Nasdaq Offer. Reference is in this respect also made to the recommendations in the statement by the Board dated 4 February 2019.

Based on such review, the Board has unanimously resolved to recommend the shareholders of Oslo Børs VPS to accept the amended Nasdaq Offer and not to accept the Amended Euronext Offer.
Based on the above, Oslo Børs VPS and Nasdaq AB have also agreed to amend the drop-dead date pursuant to the transaction agreement (further described in the offer document for the Nasdaq Offer). The drop-dead date has been changed from 31 December 2019 to the later of 4 March 2020 and 60 days after the expiration or closing of the Amended Euronext Offer.