CONTACT - Media: | CONTACT - Investor Relations: | |||||||||
Amsterdam | +31.20.721.4488 | Brussels | +32.2.620.15.50 | +33.1.70.48.24.17 | ||||||
Dublin Paris | +353.1.617.4266 +33.1.70.48.24.45 | Lisbon | +351.210.600.614 | |||||||
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 (EUR625m[1]). The offer document is available at: www.euronext.com:
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:
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.
A conference call and a webcast will be held today at 9.00am CET (Paris time) / 8.00am UK time:
To connect to the conference call, please dial:
France number: +33 1 72727403
UK number: +44 2071943759
Belgium number: +32 24035816
Netherlands number: +31 20709511
Ireland number: +35 315060451
United States number: +1 6467224916
Norway number: +47 23500272
Portugal number: +351 210609110
PIN CODE: 63431841#
Media
Pauline Bucaille: +33 1 70 48 24 41; mediateam@euronext.com
Analysts & investors
Aurélie Cohen: +33 1 70 48 24 17; ir@euronext.com
About Euronext
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 EUR3.4 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 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.
For the latest news, find us on Twitter (twitter.com/euronext) and LinkedIn (linkedin.com/euronext).
Disclaimer
This press release is for information purposes only and is not a recommendation to engage in investment activities. This press release is provided "as is" without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication should be regarded as creating any right or obligation. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext`s subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext.
This press release speaks only as of this date. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is located at www.euronext.com/terms-use.
© 2018, Euronext N.V. - All rights reserved.
The Euronext Group processes your personal data in order to provide you with information about Euronext (the "Purpose"). With regard to the processing of these personal data, Euronext will comply with its obligations under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, "GDPR"), and any applicable national laws, rules and regulations implementing the GDPR. In accordance with the applicable legislation you have a right to access your personal data and a right to the rectification, erasure, restriction of processing, data portability or to object to the processing of your personal data. You may also submit a complaint to the competent data privacy authority. For any request regarding the processing of your data, please use our data subject request form or email our Data Protection Officer at dpo@euronext.com. Your personal data will be retained as long as necessary for the Purpose and will be accessible only to the extent necessary for this specific Purpose.
Important Notice
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.