Summary
Nasdaq, Inc. (NDAQ) filed an 8-K report on May 28, 2019, to announce the termination of a material definitive agreement. Specifically, Nasdaq AB, an indirect wholly-owned subsidiary, and Oslo Børs VPS Holding ASA mutually agreed to terminate a Transaction Agreement dated January 29, 2019. This agreement was related to a voluntary tender offer by Nasdaq AB to acquire all outstanding shares of Oslo Børs VPS. The termination was necessitated by events on May 12, 2019, when the Norwegian Ministry of Finance approved another bidder's acquisition of over 50% of Oslo Børs VPS shares. This development rendered Nasdaq's minimum acceptance closing condition (originally 90%, later reduced to two-thirds) incapable of being satisfied. As a result, the tender offer was withdrawn, and all shareholders who accepted the offer were released from their commitments. Nasdaq and Oslo Børs VPS have released each other from all liabilities related to the terminated agreement.
Key Highlights
- 1Nasdaq's subsidiary, Nasdaq AB, terminated a Transaction Agreement with Oslo Børs VPS.
- 2The termination concerns a previously announced tender offer by Nasdaq AB to acquire Oslo Børs VPS.
- 3The termination was mutually agreed upon by both parties.
- 4The primary reason for termination was the Norwegian Ministry of Finance approving another bidder's acquisition of over 50% of Oslo Børs VPS shares.
- 5This approval made Nasdaq's minimum acceptance closing condition impossible to fulfill.
- 6Nasdaq's tender offer has been officially withdrawn, releasing any shareholders who had accepted.
- 7Nasdaq and Oslo Børs VPS have released each other from all obligations and liabilities stemming from the terminated agreement.