Nasdaq Inc. - Ready to Talk With Euronext About Oslo Bors Takeover Bid (Bloomberg Article 04/02/19)

Nasdaq Inc. is ready to sit down with Euronext NV to discuss its competing bid for Oslo Bors in the hope of buying the Franco-Dutch exchange operator’s shares in Norway’s main bourse.
In an interview in Stockholm, Lauri Rosendahl, the president of Nasdaq Nordic, said shareholders in Oslo Bors will appreciate that his is the “best financial bid on the table” as he laid out his case. Nasdaq is preparing to publish a formal bid in the coming week.
“We’re currently not in talks with Euronext, but we’re of course ready to have talks with all shareholders, and we’re open to have that with them,” Rosendahl said.
“Very many investors have signaled interest in accepting Nasdaq’s bid,” he said. What’s more, Rosendahl says that “there are pretty many stakeholders that, if they were confronted with the option of selling to us today, then that’d definitely make it a majority.”
Nasdaq said last week it would offer 152 kroner a share for Oslo Bors VPS Holding ASA, valuing it at 6.54 billion kroner ($770 million). Nasdaq already has the backing of the board and the two largest shareholders.
But the problem for Nasdaq is that Euronext has obtained majority backing for an earlier, albeit lower, offer.
“Euronext has already secured through irrevocable pre-commitments and share purchases more than the majority of the capital, at 50.5 percent, plus the additional shares tendered since the beginning of the offer” on Jan. 14, the company said in an emailed comment. “This shows the strong support for our industrial strategy proposed for the combination of OBVPS and Euronext, which will be of benefit to all stakeholders in Norway.”

The Arguments

For Nasdaq, buying Oslo Bors would complete its dominance in the Nordic region, where it already controls the exchanges in Denmark, Sweden, Finland and Iceland.
“We have the strategic, industrial and regional arguments on our side. We are supported by in practice all the important stakeholders,” Rosendahl said.
The final decision rests with Norway’s Finance Ministry, which has warned that the process “may take some time.”
Nasdaq said it received “irrevocable” pre-acceptances from investors representing 35.1 percent of the shares in Oslo Bors, including DNB ASA and KLP, the two largest shareholders. It plans to publish its offer document next week,according to Rosendahl.
The exchange was invited and decided not to participate in the bidding in December when Euronext secured its stake because of the “conditions” of the process, Rosendahl said. Nasdaq said its approach is “always based on a constructive dialogue with a broad base of key stakeholders.”