Euronext Welcomes the Positive Recommendation From the Norwegian Financial Supervisory Authority, Concluding That Euronext Would be a Suitable Owner of Oslo Børs VPS
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 WELCOMES THE POSITIVE RECOMMENDATION FROM THE NORWEGIAN FINANCIAL SUPERVISORY AUTHORITY, CONCLUDING THAT EURONEXT WOULD BE A SUITABLE OWNER OF OSLO BØRS VPS
Amsterdam, Brussels, Dublin, Lisbon, London and Paris – 8 April 2019 – Euronext, the leading pan-European exchange, announces today that it has received the recommendation by the Norwegian Financial Supervisory Authority (Finanstilsynet) to the Norwegian Ministry of Finance, recommending that Euronext should be approved as a suitable owner of up to 100% of the capital of Oslo Børs VPS, as applied for, without ownership or other restrictions.
Euronext welcomes this positive recommendation from Finanstilsynet and now awaits final approval from the Norwegian Ministry of Finance which is the last major condition to complete the transaction. Most of the condition precedents highlighted in Euronext’s Offer document available on www.euronext.com1 are already met, including but not limited to: (i) Euronext has already secured more than the majority of the capital of Oslo Børs VPS (53.2%) including pre-commitments, shares tendered to the offer, and directly owned shares and (ii) the Euronext’s college of regulators has given its non-objection to the contemplated transaction. In addition, Euronext’s Reference Shareholders who represent 23.86% of Euronext’s capital have confirmed joint support. Euronext remains confident it will be able to complete the transaction by the end of Q2 2019.
Following requests from Oslo Børs VPS shareholders who to date have either yet to tender their shares to any offer, or tendered to the competing offer, whether Euronext would offer liquidity to all remaining shareholders, Euronext confirms that it will ensure that all remaining shareholders will get an opportunity to tender their shares to Euronext at the same terms in connection with or following final regulatory approval and fulfilment of all offer conditions, through an extended, new or re-opened offer.
Euronext is convinced that the transaction will be of great benefit to Oslo Børs VPS and all its clients, employees and the wider Norwegian financial community. In particular2, Euronext remains strongly committed to supporting the strong international listing franchise in the oil, seafood and shipping sectors that Oslo Børs VPS has developed over many years, as well as its very successful listings of bonds and equity certificates. In addition, Euronext will continue to support Norwegian SMEs, leveraging on the strengths of its large SME markets. Euronext remains strongly committed to securing the position of VPS, the national CSD, through technology investments, maintained operational independence and continued local supervision and regulation. Euronext also remains committed to ensuring appropriate Norwegian representation in the Boards of Directors of the acquired entities including independent board members and employee representatives. Euronext has already announced that Tom Vidar Rygh, Senior Advisor at international private equity fund Nordic Capital and previous Chairman and Member of the Board of Oslo Børs, will join the Board of Directors of Oslo Børs VPS post completion of the transaction and subject to regulatory approval.
Stéphane Boujnah, CEO and Chairman of the Managing Board of Euronext said: “Euronext is convinced it is the best owner for Oslo Børs VPS and welcomes the positive recommendation of the Norwegian financial supervisory authority to the Ministry of Finance that Euronext should be approved as a suitable owner of up to 100% of Oslo Børs VPS capital, as applied for, without ownership or other restrictions. Furthermore, Euronext confirms that it will ensure that all remaining shareholders will get an opportunity to tender their shares to Euronext at the same terms in connection with or following final regulatory approval and fulfilment of all offer conditions.
As part of the Euronext family, Oslo Børs VPS will be a strong and leading Nordic exchange and CSD, independent of other exchanges in the region, and a hub for Euronext in its further Nordic expansion. Our ambition for Oslo Børs VPS is for it to grow. We have great respect for the fact that Oslo Børs VPS is already a success. We want to make this success even greater. Euronext looks forward to playing a key role in the Norwegian financial and business community, and to working constructively with all the key constituents and stakeholders to further drive the success of Oslo Børs VPS.”
2 Please refer to the press release published on 11 February 2019, available on https://www.euronext.com/listview/investor-financial-events/862111
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Euronext is the leading pan-European exchange in the Eurozone, covering Belgium, France, Ireland, The Netherlands, Portugal and the UK. With 1,300 listed issuers worth €3.4 trillion in market capitalisation as of end December 2018, Euronext is an unmatched blue chip franchise that has 24 issuers in the Morningstar® Eurozone 50 Index℠ and a strong diverse domestic and international client base. Euronext operates regulated and transparent equity and derivatives markets and is the largest centre for debt and funds listings in the world. Its total product offering includes Equities, Exchange Traded Funds, Warrants & Certificates, Bonds, Derivatives, Commodities and Indices. Euronext also leverages its expertise in running markets by providing technology and managed services to third parties. In addition to its main regulated market, Euronext also operates Euronext GrowthTM and Euronext AccessTM, simplifying access to listing for SMEs.
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The offer is being made to shareholders 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, as amended (the “Exchange Act”). Euronext reserves the right to acquire or agree to acquire shares or rights to 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.
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