Euronext updates on Oslo Børs VPS acquisition

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 has received the declaration of non objection from its College of Regulators for the contemplated acquisition of up to 100% of the capital of Oslo Børs VPS
Continuous support to Euronext offer with former Chair and Member of the Board of Oslo Børs Tom Vidar Rygh to join the Board of Directors of Oslo Børs VPS post-completion, subject to the usual regulatory approval
Euronext extends its acceptance period to 6 may 2019

Amsterdam, Brussels, Dublin, Lisbon, London and Paris – 1 April 2019 – Euronext, the leading pan-European exchange, announced today it has received the declaration of non objection from its College of Regulators for the contemplated acquisition of up to 100% of the capital of Oslo Børs VPS. This approval further improves the certainty of execution of Euronext's acquisition of Oslo Børs VPS by meeting one of the condition precedents of Euronext’s Offer, available on www.euronext.com¹.

Euronext remains convinced that it represents the most attractive strategic partner for Oslo Børs VPS and for the Norwegian financial and business community. Euronext is committed to make Oslo Børs VPS stronger and to deploy a new ambition for the Norwegian capital markets with the support of the key players of the financial community in Oslo. Euronext is pleased to announce that Tom Vidar Rygh, Senior Advisor at international private equity fund Nordic Capital and previous Chairman and Member of the Board of Oslo Børs, has accepted to join the board of Oslo Børs VPS as an independent board member when the contemplated transaction is completed, subject to the usual regulatory approval. His strong profile and connection with the Norwegian ecosystem will support Euronext’s growth ambitions in the Nordics (see biography below).

In addition, Euronext amends today its Offer to acquire Oslo Børs VPS’s outstanding shares by extending the Acceptance Period thereof. Following this, Euronext will continue to receive and accept tendered shares in the Offer up to 6 May 2019 at 18:00 Central European Time. All other terms of its Offer as revised on 11 February 2019[1] remain unchanged. Defined terms with capital letters herein have the meaning as in Euronext’s Offer Document published on 14 January 2019.¹

Euronext reiterates that it has already secured a majority of the Oslo Børs VPS’s shares, that its minimum ownership condition has therefore been fulfilled and that it will complete the transaction once regulatory clearance has been obtained. As of today, Euronext has secured 53.1% of the share capital of Oslo Børs VPS through a combination of 8.1% of shares owned directly and 45.0% of shares committed to Euronext in the form of irrevocable pre-commitments and tendered shares.

Euronext’s offer is currently awaiting regulatory clearance from the Norwegian Ministry of Finance in accordance with applicable laws and regulations, which is the last major condition precedent to complete the acquisition of the majority of the Oslo Børs VPS’s shares. Euronext’s Reference Shareholders, who represent 23.86% of Euronext capital, have also confirmed their joint support to Euronext for this transaction.

Biography:

Tom Vidar Rygh is Senior Advisor at Nordic Capital. He holds an MSc in Business Administration from the Norwegian School of Economics and Business Administration. A former Partner of Nordic Capital, he has also held various leading positions within industrial and financial companies, including Executive Vice President of Orkla ASA and CEO of SEB Enskilda AB. He has been a director of several listed and unlisted companies in a number of different sectors, including Telenor ASA, Carlsberg Breweries A/S and Storebrand ASA. He is also a former Chair and Member of the Board of Oslo Børs.

Contacts:

Media
Pauline Bucaille
+33 1 70 48 24 45
mediateam@euronext.com

Analysts & investors
Aurélie Cohen
+33 1 70 48 24 17
ir@euronext.com

IMPORTANT DISCLAIMER

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.

[1] https://www.euronext.com/listview/investor-financial-events/862111

20190401_euronext_updateobvps.pdf

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About Euronext
Euronext is the leading pan-European market infrastructure, connecting European economies to global capital markets, to accelerate innovation and sustainable growth. It operates regulated exchanges in Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal. With nearly 1,900 listed issuers and around €6.3 trillion in market capitalisation as of end September 2024, it has an unmatched blue-chip franchise and a strong diverse domestic and international client base. Euronext operates regulated and transparent equity and derivatives markets, one of Europe’s leading electronic fixed income trading 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. The Group provides a multi-asset clearing house through Euronext Clearing, and custody and settlement services through Euronext Securities central securities depositories in Denmark, Italy, Norway and Portugal. Euronext also leverages its expertise in running markets by providing technology and managed services to third parties. In addition to its main regulated market, it also operates a number of junior markets, simplifying access to listing for SMEs.
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