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.
Euronext announces the launch of its cash tender offer for Oslo Børs VPS
Amsterdam, Brussels, Dublin, Lisbon, London and Paris - 14 January 2019 - Euronext, the leading pan-European exchange, today published the offer document for its previously announced all-cash tender offer to acquire all issued and outstanding shares of Oslo Børs VPS Holding ASA ("Oslo Børs VPS") for NOK 6.24 billion (€625m). The offer document is available at: Euronext.com
- The offer price is NOK 145 per share, representing a 32 % premium on Oslo Børs VPS's closing price on 17 December 2018 and 34 % on Oslo Børs VPS's 3-month volume-weighted average share price. Each accepting shareholder will also receive an interest payment on the offer price equal to 6 % per annum, from the date of acceptance until fulfilment of the conditions of the offer.
- The acceptance period of the tender offer commences today, will expire at 17:30 Central European Time on 11 February 2019, and can be extended if appropriate. Euronext has already secured support for the offer from Oslo Børs VPS shareholders representing 50.5% of the total number of outstanding shares through irrevocable binding pre-commitments to tender shares in the context of the offer, and share purchases.
- The offer is subject to fulfilment or waiver of certain conditions, including but not limited to minimum acceptance level of at least 50.01 % of Oslo Børs VPS outstanding shares (including shares already held by Euronext), regulatory approvals, short confirmatory due diligence, a favourable vote from a majority of Euronext shareholders and completion of the transaction before 31 August 2019.
If its offer is accepted, Euronext, already managing the national stock exchanges of five European countries and the Portuguese CSD, will be fully committed to the further development of Oslo Børs VPS, both its stock exchange and the central securities depository (CSD, known as 'VPS'), as well as the broader Norwegian financial ecosystem. In this context, Euronext's strategic ambition relies on a strong commitment to:
- increase the prominence of Oslo Børs VPS's trading business, by leveraging Euronext capabilities to position it as the key capital markets hub in the Nordic region, capitalising on its leading position in the energy, shipping and seafood sector, and as the launchpad for expansion in the Nordic region;
- offer Oslo Børs VPS's issuers and investors the benefits of access to the largest liquidity pool in Europe; build a truly pan-European market data offering by combining Oslo Børs VPS's data and audience with that of Euronext;
- make Oslo Børs VPS the Group's center of excellence for all Euronext activities in commodities;
- promote market integrity and inclusion within Euronext's open and decentralised model, including, among other initiatives, the invitation for the Oslo Børs VPS CEO to join the Managing Board of Euronext as country CEO for Norway with Group-wide responsibilities for commodities, and for a leading figure of the Norwegian financial ecosystem to join the Supervisory Board of Euronext, subject to required approvals;
- enhance Oslo Børs VPS's technology and innovation capabilities, notably through the roll-out of Euronext's state-of-the-art proprietary Optiq® trading technology;
- secure the position of VPS, the national CSD, through commitment to technology investments, operational independence and continued local supervision and regulation;
- invest in educational programmes dedicated to supporting SMEs and family businesses and to develop corporate social responsibility products for the benefit of financing the real economy;
- leverage the depth of Euronext's suite of services for the benefit of Norwegian investors and issuers, by providing access to global FX markets for investors and to a full range of service tools for issuers and investors.
Stéphane Boujnah, Chief Executive Officer and Chairman of the Managing Board of Euronext, said:
"In a rapidly evolving and increasingly competitive global market, Euronext strongly believes that Oslo Børs VPS would improve its competitive positioning, further increase its relevance to the Norwegian financial ecosystem and reinforce its strong existing international listing franchise by joining forces with Euronext, the leading pan-European market infrastructure. If the offer is accepted, Oslo Børs VPS would benefit from the largest European liquidity pool, Euronext's cutting edge technology and innovation capabilities, and access to new asset classes, tools and markets. Oslo Børs VPS would maintain its identity and integrity within Euronext's decentralised model, while the CSD VPS would keep its operational independence to serve the Norwegian investor community, in an integrated framework of governance and supervision. The combination would be a major milestone towards Euronext's vision of building a consistent pan-European marketplace offering best-in-class capital markets services."
For more details on the strategic ambition of Euronext, please refer to paragraph 2.1 and 2.2 of the Offer document, available on www.euronext.com
THE OFFER IS BEING MADE TO SHAREHOLDERS OF OSLO BORS 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 OF 1934, AS AMENDED (THE "EXCHANGE ACT").
THE OFFEROR RESERVES THE RIGHT TO ACQUIRE OR AGREE TO ACQUIRE SHARES OR RIGHTS IN SHARES OUTSIDE THE OFFER DURING THE ACCEPTANCE PERIOD IN ACCORDANCE WITH APPLICABLE LAW AND REGULATIONS AND THE PROVISIONS OF THE EXEMPTION PROVIDED UNDER RULE 14e-5(b)(10) UNDER THE EXCHANGE ACT. ANY OF THE PURCHASES REFERRED TO IN THIS PARAGRAPH MAY OCCUR EITHER IN THE OPEN MARKET AT PREVAILING PRICES OR IN PRIVATE TRANSACTIONS AT NEGOTIATED PRICES. INFORMATION ABOUT SUCH PURCHASES WILL BE DISCLOSED AS AND IF REQUIRED BY APPLICABLE SECURITIES LAWS.
THE OFFER IS BEING MADE FOR THE SECURITIES OF A NORWEGIAN COMPANY AND APPLICABLE DISCLOSURE REQUIREMENTS MAY BE DIFFERENT FROM U.S. DISCLOSURE REQUIREMENTS. IN ADDITION, SHAREHOLDERS RESIDENT IN THE UNITED STATES SHOULD BE AWARE THAT THE OFFER DOCUMENT HAS BEEN PREPARED IN A FORMAT AND STYLE, WHICH DIFFER FROM THE U.S. FORMAT AND STYLE. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFER OR PASSED UPON THE ADEQUACY OR COMPLETENESS OF THIS NOTICE OR ANY DOCUMENTATION RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
FURTHERMORE, THE PAYMENT AND SETTLEMENT PROCEDURE WITH RESPECT TO THE OFFER DIFFERS FROM U.S. PAYMENT AND SETTLEMENT PROCEDURES, PARTICULARLY WITH REGARD TO THE DATE OF PAYMENT OF CONSIDERATION. Completion of the Offer is also subject to the fulfilment and/or waiver of certain conditions, which may result in the Shares of accepting Shareholders being blocked by the Receiving Agent for a period up to the Long-Stop Date (31 August 2019). Acceptance of the Offer is irrevocable and accepting Shareholders will have no withdrawal rights with respect to their Shares.
THIS ANNOUNCEMENT, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.