Nasdaq Extends the Acceptance Period for its Offer for Oslo Børs VPS
OSLO, Norway and STOCKHOLM, Sweden, April 30, 2019 (GLOBE NEWSWIRE) -- Nasdaq AB, an indirect subsidiary of Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq”), announced today that it is extending the acceptance period of its offer (the “Offer”) to acquire all of the issued shares of Oslo Børs VPS Holding ASA (NOTC: OSLO/OTCMKTS: OSBHF) (“Oslo Børs VPS”) made pursuant to its offer document published on February 4, 2019, as amended by the announcement made on March 4, 2019 (the “Offer Document”), previously set to expire April 30, 2019 at 17.30 CET, to May 31, 2019 at 17.30 CET.
Nasdaq may in its sole discretion further extend or re-open the acceptance period for the Offer (one or more times) prior to the Drop-dead Date (as defined in the Offer Document), subject to Nasdaq AB's obligation to re-open the acceptance period for the Offer, or by other adequate means permit shareholders of Oslo Børs VPS to accept the Offer, if the minimum acceptance condition has not been satisfied or waived prior to the expiry of the acceptance period, and the Euronext Offer (as defined in the Offer Document) is withdrawn after the expiry of the acceptance period but prior to the Drop-dead Date.
For additional information on the strategic rationale for, and the terms and conditions of, the Offer and on Nasdaq's future plans for the development of and strengthening of Oslo Børs VPS and the Nordic region's financial ecosystem generally, please refer to the Offer Document which is available at http://ir.nasdaq.com/acquisitions/oslo-validation-access-rights. You may also visit https://business.nasdaq.com/oslo-bors to find additional information and our previous communications.
For further information, please contact:
Important Information about the Offer
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer to purchase all the shares of Oslo Børs VPS is contained in the Offer Document. The complete Offer Document is, subject to restrictions under applicable securities laws, being distributed free of charge to all Oslo Børs VPS’ shareholders registered in Oslo Børs VPS’ share register in Verdipapirsentralen (the Norwegian Central Securities Depository) as of February 1, 2019 and is available at http://ir.nasdaq.com/acquisitions/oslo-validation-access-rights.
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.
The Offer is being made to shareholders of Oslo Børs 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 Act of 1934.
Nasdaq (Nasdaq: NDAQ) is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today's global capital markets. As the creator of the world's first electronic stock market, its technology powers more than 100 marketplaces in 50 countries. Nasdaq is home to over 4,000 total listings with a market value of approximately $14 trillion.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release relating to future status and circumstances, including statements regarding the anticipated offer timeline are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nasdaq and its subsidiaries. Such risk factors may include the ability of Nasdaq to receive regulatory approvals necessary for the Offer, ability of Nasdaq to complete the Offer and any other risk factors detailed in Nasdaq's annual report on Form 10-K, and periodic reports filed with the U.S. Securities and Exchange Commission. Any such forward-looking statements speak only as of the date on which they were made and Nasdaq has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for as required by applicable laws and regulations.
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations. These disclosures will be included on Nasdaq’s website under “Investor Relations.”
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