Summary
Nasdaq, Inc. (NDAQ) has announced a significant strategic move through its indirect wholly-owned subsidiary, Nasdaq AB, entering into a Transaction Agreement with Oslo Børs VPS Holding ASA. This agreement initiates a voluntary tender offer to acquire all outstanding shares of Oslo Børs VPS at an offer price of NOK 152 per share, plus an interest payment. This acquisition represents a substantial expansion for Nasdaq into the Nordic capital markets, enhancing its presence and service offerings in the region. The transaction is subject to customary closing conditions, including regulatory approvals and a minimum acceptance threshold of 90% of Oslo Børs VPS shares, though Nasdaq may lower this threshold. The board of Oslo Børs VPS has unanimously recommended that shareholders accept the offer, indicating strong initial support for the deal. The agreement also includes provisions for competing offers, allowing Nasdaq the opportunity to match any higher bids, while maintaining Oslo Børs VPS's commitment to its industrial and strategic alignment with Nasdaq.
Key Highlights
- 1Nasdaq, Inc. is acquiring Oslo Børs VPS Holding ASA through a voluntary tender offer by its subsidiary Nasdaq AB.
- 2The offer price is NOK 152 per share, plus a pro-rated interest payment from January 29, 2019.
- 3The offer is contingent on satisfaction of closing conditions, including regulatory approvals and acceptance by over 90% of Oslo Børs VPS shareholders (with a potential waiver by Nasdaq).
- 4The Board of Oslo Børs VPS has unanimously recommended that shareholders accept the offer.
- 5The agreement includes provisions for Nasdaq to match any superior unsolicited offers.
- 6Nasdaq plans to delist Oslo Børs VPS and potentially pursue compulsory acquisition of remaining shares if the 90% threshold is met.
- 7The transaction is expected to strengthen Nasdaq's position in the Nordic capital markets.