Euronext Press Release Regarding Oslo Børs VPS
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EURONEXT PRESS RELEASE REGARDING OSLO BØRS VPS
Amsterdam, Brussels, Dublin, Lisbon, London and Paris - 24 December 2018 - Euronext, the leading pan-European exchange, has approached the Board of Directors of Oslo Børs VPS Holding ASA ("Oslo Børs VPS") to seek its support for a EUR625m cash tender offer for all the outstanding shares of Oslo Børs VPS, the Norwegian Stock Exchange and national CSD operator, headquartered in Oslo.
If its offer is accepted, Euronext, a pan-European group managing the national stock exchanges of five European countries, would be fully committed to support the development of Oslo Børs VPS and of the broader Norwegian financial ecosystem. Euronext strongly believes that Oslo Børs VPS` unique strategic and competitive positioning, including a global leading position in seafood derivatives and a deep-rooted expertise in oil services and shipping, would further strengthen Euronext`s position as the leading market infrastructure for the financing of the real economy in Europe. This transaction, if completed, would follow Euronext`s recent acquisition of the Irish Stock Exchange and would represent another key milestone in the delivery of the group`s vision to build a consistent pan-European marketplace offering best-in-class capital markets services.
Following an invitation to consider an acquisition of shares in Oslo Børs VPS organized by a group of its shareholders, Euronext has already secured support for the offer from Oslo Børs VPS shareholders representing 49.6% of all outstanding shares, through a combination of irrevocable pre-commitments to tender their shares in the context of the offer to be launched, and share purchases. As part of the contemplated transaction, Euronext would, as soon as practical, launch a NOK 6.24 billion (EUR625m) all-cash offer for the outstanding shares in Oslo Børs VPS, at 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. Euronext`s offer will be subject to certain customary conditions including a short due diligence period, minimum acceptance threshold of 50%, regulatory approvals and a favourable vote of Euronext shareholders.
There can be no certainty that a transaction will be completed. The company undertakes no obligation to update the market on the discussions. Euronext will communicate material information, if any, in due course.
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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 EUR3.9 trillion in market capitalisation as of end September 2018, Euronext is an unmatched blue chip franchise that has 24 issuers in the Morningstar® Eurozone 50 IndexSM 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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 Based on an exchange rate of EUR 1.00 = NOK 9.97 as of December 23, 2018.
 Which is the last trading day before Euronext submitted its offer to certain Oslo Børs VPS shareholders.