Nasdaq challenges Euronext with $771 million bid for Oslo Bors

Nasdaq Inc last week made a $771 million bid for Oslo Bors VPS, setting up a takeover challenge with Euronext for the 200-year-old Norwegian stock market operator.

Nasdaq’s bid of 152 Norwegian crowns per share, valuing Oslo Bors at 6.54 billion crowns ($771 million), against Euronext’s bid of 145 crowns per share. Nasdaq’s bid plan has the unanimous backing of the Oslo exchange’s board as well as 30 per cent of shareholders.
Euronext has said shareholders representing just over 50 per cent of Oslo Bors’ shares had committed to sell at its offer price of 145 Norwegian crowns and that those investors could not sell to anyone else.
Nasdaq, which already operates seven exchanges across the Nordic and Baltic countries, said it wanted to create a true Nordic capital market.
“It is a long way from Paris to Oslo. Being near companies is important,” Oslo Bors VPS CEO Bente Landsnes told a news conference. “We feel that being part of Nasdaq would make it easier to influence future developments.”
Any deal will need approval from Norway’s finance ministry and its financial supervisory authority, Finanstilsynet (FSA). They have up to five months to make their views clear, Landsnes said.
“Shareholders who committed to sell to Euronext ... would be able to sell to Nasdaq only if conditions to the offer, such as regulatory approvals and due diligence, are not met,” a source close to the matter said.
The London Stock Exchange also announced plans on Wednesday to buy a minority stake in Euroclear, Europe’s biggest settlement house for securities, giving it a role in trading, clearing and settlement.
“There will be two applications for regulatory approval in parallel. That is messy. To seal the deal, they (Euronext) could up the offer and chase off Nasdaq,” the source said.
“Finanstilsynet will base its processing of the application concerning the acquisition of a significant portion of Oslo Bors’ shares on current regulations and cannot make any further comment regarding this process at the present time,” an FSA spokesman said.
According to Norwegian legislation, approval can only be given if the buyer is considered to be suitable to ensure “the sound and prudent management” of Oslo Bors, said a finance ministry spokeswoman, declining to give specific comments about the Nasdaq or Euronext offers.
A Euronext spokeswoman reiterated that Oslo Bors shareholders representing more than 45 percent of the shares had committed irrevocably to sell their shares to Euronext even if a higher bid was presented by another company. Euronext also owns a 5.3 percent stake in Oslo Bors it bought in December.
Nasdaq said it could merge Oslo Bors with Nasdaq Commodities, the Nordic power market, based in Norway.
Norwegian bank DNB, Oslo Bors’ biggest shareholder with close to 20 per cent, said it would sell to Nasdaq, as did pension provider KLP, which holds 10 per cent and Sparebanken Vest with 1.6 per cent stake.
All three had previously suggested they would not accept Euronext’s bid.
“With the options that are now available, we believe that Nasdaq will offer the strategically best solution for the Norwegian capital market and for the Norwegian Central Securities Depository (VPS),” DNB said.
Nasdaq formally launched its offer today, and said its application for regulatory approval would follow right after.