01—Abstract
Summary
Summary of the 8-K filed January 30, 2019. Cited figures are marked; the original filing is the authoritative source.
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%a 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.
02—Key points
Key Highlights
- Nasdaq, Inc. is acquiring Oslo Børs VPS Holding ASA through a voluntary tender offer by its subsidiary Nasdaq AB.
- The offer price is NOK 152 per share, plus a pro-rated interest payment from January 29, 2019.
- The 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).
- The Board of Oslo Børs VPS has unanimously recommended that shareholders accept the offer.
- The agreement includes provisions for Nasdaq to match any superior unsolicited offers.
- Nasdaq plans to delist Oslo Børs VPS and potentially pursue compulsory acquisition of remaining shares if the 90% threshold is met.
- The transaction is expected to strengthen Nasdaq's position in the Nordic capital markets.
03—Questions
Frequently Asked Questions
What is the main purpose of this filing?
This 8-K filing announces Nasdaq, Inc.'s entry into a material definitive agreement to acquire Oslo Børs VPS Holding ASA through a voluntary tender offer by its subsidiary, Nasdaq AB. It details the terms of the offer and the conditions for its completion.
What is the offer price for Oslo Børs VPS shares?
The offer price is NOK 152 per share. Additionally, Oslo Børs VPS shareholders who accept the offer will receive an interest payment of 6% per annum on the offer price, pro-rated from January 29, 2019, until the closing conditions are met.
What are the key conditions for the offer to be completed?
Key conditions include the tender offer being accepted by holders of more than 90% of Oslo Børs VPS shares (Nasdaq can waive this), the Oslo Børs VPS board's unanimous recommendation in favor of the offer, obtaining necessary regulatory clearances, and no material adverse changes occurring. The offer also includes provisions for Nasdaq to match any higher competing bids.
What is Nasdaq's strategic rationale for acquiring Oslo Børs VPS?
While not explicitly detailed in this filing, the acquisition of Oslo Børs VPS, the operator of the Oslo Stock Exchange, is a strategic move to expand Nasdaq's presence and influence in the Nordic capital markets. It aligns with Nasdaq's broader strategy of growing its market infrastructure business.
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