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Oslo Børs Asks Shareholders To Accept Nasdaq Offer, But Not To Euronext Offer

Norwegian exchange operator Oslo Børs said that its board has unanimously resolved to recommend the shareholders of Oslo Børs to accept the amended Nasdaq Offer and not to accept the Amended Euronext Offer.

Oslo Børs VPS and Nasdaq AB have also agreed to amend the drop-dead date pursuant to the transaction agreement. The drop-dead date has been changed from 31 December 2019 to the later of 4 March 2020 and 60 days after the expiration or closing of the Amended Euronext Offer.

The board of directors of Oslo Børs VPS said it has been informed that Nasdaq AB in accordance with the transaction agreement between Oslo Børs VPS and Nasdaq AB has decided to increase the offer price in the Nasdaq Offer from NOK 152 to NOK 158 per share, in order to match the offer price in the Amended Euronext Offer of NOK 158 per share.

The Board said it has further been informed by Nasdaq AB that shareholders representing more than 1/3 of the shares in Oslo Børs VPS have reaffirmed their support for the Nasdaq Offer as the best solution for Oslo Børs VPS and the Norwegian capital market and have agreed to extend their irrevocable pre-acceptances until the later of 4 March 2020 and 60 days after the expiration or closing of the Amended Euronext Offer and that the acceptance period for the Nasdaq Offer has been extended until 29 March 2019.

The Board also notes that the minimum acceptance condition of the Nasdaq Offer has been reduced from more than 90% to at least two-thirds of the shares of Oslo Børs VPS, or such higher percentage as may be necessary to comply with any applicable regulatory requirement, and that the Nasdaq Offer is not subject to shareholder approval.

The Board also reiterates that Oslo Børs VPS shareholders holding more than one third of the shares in Oslo Børs VPS shares, including customers of Oslo Børs VPS, have irrevocably undertaken to accept the Nasdaq Offer.

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