Nasdaq Raises Bid to Acquire Oslo Børs VPS to $18.31 Per Share

Nasdaq AB has challenged Euronext's offer by increasing its offer price from $17.62 to $18.31 in cash per share.

The fight to acquire Oslo Børs VPS Holding ASA, continues between Euronext and Nasdaq, with the American exchange operator announcing that its indirect subsidiary, Nasdaq AB, has increased its offer to acquire the Norwegian company.

Specifically, Nasdaq AB has increased its offer price from NOK 152 ($17.62) to NOK 158 ($18.31) in cash per share, plus an interest payment of six percent per annum on top of this which will be pro-rated per day from January 29, 2019, until the conditions of the offer have been fulfilled or waived. Altogether, the new offer from Nasdaq equals NOK 6.795 billion or around $795 million.

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Today, the company also announced that is has reduced its minimum acceptance condition from more than 90 percent of Oslo Børs VPS shares, down to at least two-thirds of the total shares. At present, Nasdaq has secured pre-acceptances from one-third of the shares in Oslo Børs VPS.

The Fight to Acquire Oslo Børs

Nasdaq is not alone in the race to acquire Oslo Børs VPS, an exchange and central securities depository operator in Norway. In fact, Euronext, a pan-European exchange, was the first to enter this race and published its offer document on January 14 this year.

At the time, the company proposed an offer of NOK 6.24 billion ($723.16 million) to purchase the shares, which translates to NOK 145 ($16.80) per share. However, the Norwegian exchange operator did not seem overly keen on the offer and urged its shareholders to wait and see if a better offer would come along.

Later that month, that better offer was proposed by Nasdaq AB, which challenged Euronext’s bid by proposing a deal worth NOK 152 per share ($17.62). This offer was recommended by the Board of Directors of Oslo Børs VPS, with a statement at the time highlighting that it: “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.”

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Despite the Norway-based company showing that Nasdaq was its clear favourite, Euronext was not discouraged and on February 11 announced that it had increased its offering from NOK 145 ($16.80) to NOK 158 ($18.31) per share.

The pan-European exchange also revealed that it has already secured support from shareholders who represent 50.5 percent of the total number of outstanding shares. The exchange’s offer is subject to a minimum acceptance condition of 50.01 percent, which has already been met.

Nasdaq Remains Confident in its Chances

Adena Friedman, CEO of Nasdaq
Adena Friedman, the CEO of Nasdaq

Commenting on today’s announcement, Adena Friedman, President and CEO of Nasdaq said: “We remain confident that our offer is the superior solution for the shareholders, members, issuers, investors and employees of Oslo Børs VPS.”

“Nasdaq has a strong track record of successfully operating exchanges in the Nordic region, and we have repeatedly proven that we are able to combine the advantages of being one of the world’s leading market operators with an ability to facilitate the distinctions and individual strengths of national financial ecosystems.”

Nasdaq also clarified that the acceptance period for its offer, which was set to expire today, has been extended to March 29, 2019.

Ultimately, the decision will be made by the Norwegian Financial Supervisory Authority. Nasdaq AB does not expect to make any further announcements regarding the acquisition until the outcome of the process is known.

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