Euronext Receives Clearance From the Norwegian Ministry of Finance to Acquire Up to 100% of Oslo Børs VPS
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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 RECEIVES CLEARANCE FROM THE NORWEGIAN MINISTRY OF FINANCE TO ACQUIRE UP TO 100% OF OSLO BØRS VPS
Amsterdam, Brussels, Dublin, Lisbon, London and Paris – 13 May 2019 – Euronext, the leading pan-European exchange, welcomes the clearance from Norway’s Ministry of Finance to acquire up to 100% of Oslo Børs VPS’s capital, as applied for. Reaching this critical milestone, Euronext confirms its intention to complete the transaction by the end of June 2019.
Euronext has already secured a majority of the capital of Oslo Børs VPS (53.4%) including irrevocable pre-commitments, shares tendered to the Offer, and directly owned shares. This satisfies the 50% minimum ownership condition of its offer, as described in its offer document available on www.euronext.com.
The Ministry’s decision was one of the last major conditions to complete the transaction.
Euronext’s shareholders have been asked to approve the transaction at the general meeting convened on 16 May 2019, and Euronext’s reference shareholders, who represent 23.86% of the capital, have confirmed their joint support for the transaction.
Euronext is strongly convinced of the benefits that its combination with Oslo Børs VPS would bring to all Norwegian stakeholders. It has a strong track record of pan-European and decentralised independent market infrastructure management. Euronext’s model, capitalising on local strengths, identity and vibrant markets, fuels its ambition to finance the real economy, especially SMEs, by providing them with access to the largest liquidity pool in Europe. Euronext 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`), through a client-centric plan benefitting all parties of the Norwegian financial community. Euronext will act accordingly to preserve and develop the specific contribution of Oslo Børs VPS to the Norwegian economy including the Equity Capital Certificates market, the Fish Pool market located in Bergen, the high yield bond market and a seamless efficient listing platform.
Stéphane Boujnah, CEO and Chairman of the Managing Board of Euronext said: “Euronext welcomes the Ministry’s clearance to acquire up to 100% of Oslo Børs VPS’s capital and look forward to completing the next steps to close the transaction by the end of June 2019. As part of the Euronext family, Oslo Børs VPS will continue to be a strong and leading Nordic exchange and CSD, and a hub for Euronext’s ambitions in the region. Euronext looks forward to supporting the Norwegian financial and business community, to working constructively with all key constituents and stakeholders to further drive the success of Oslo Børs VPS.”
Defined terms with capital letters herein have the meaning as in Euronext’s Offer Document published on 14 January 2019 and available on www.euronext.com.
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 €3.5 trillion in market capitalisation as of end March 2019, 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 ,FX, 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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