Nasdaq, Inc. (NASDAQ:NDAQ) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On March4, 2019, Nasdaq, Inc. (Nasdaq) issued a press release announcing that Nasdaq AB, an indirect subsidiary of Nasdaq, remains highly committed to its offer (the Offer) to acquire all of the issued shares of Oslo Brs VPS Holding ASA (Oslo Brs VPS) made to its offer document published on February4, 2019 (the Offer Document) and to completing its acquisition of Oslo Brs VPS.
Nasdaq is increasing its offer price from NOK 152 to NOK 158 in cash per share in Oslo Brs VPS (Increased Offer Price), plus an interest payment of 6% per annum on the Increased Offer Price, pro-rated per day from January29, 2019 until the conditions to the Offer have been fulfilled or waived. In order to provide greater assurance to shareholders of Oslo Brs VPS, Nasdaq is reducing the minimum acceptance condition under the Offer from more than 90% of the shares of Oslo Brs VPS to at least two-thirds of such shares (or such higher percentage as may be necessary to comply with any applicable regulatory requirement).
Shareholders representing more than one-third of the shares in Oslo Brs VPS that have provided pre-acceptances to Nasdaq, have reaffirmed their support for the Offer as the best solution for Oslo Brs VPS and the Norwegian capital market. These shareholders have also agreed to extend the terms of their irrevocable pre-acceptances of the Offer from December31, 2019 to the date which is the later of: (i)March4, 2020; and (ii)the date which is sixty (60)days after the offer made by Euronext N.V. (the Euronext Offer) lapses, closes or is withdrawn.
The acceptance period for the Offer, previously set to expire on March4, 2019 at 17.30 CET, has been extended to March29, 2019 at 17.30 CET, and the Drop-dead Date (as defined in the Offer Document) has been extended from December31, 2019 to the date which is the later of: (i)March4, 2020; and (ii)the date which is sixty (60)days after the Euronext Offer lapses, closes or is withdrawn.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under Item 7.01 Regulation FD Disclosure is intended to be furnished to Item 7.01. Such information, including Exhibit 99.1, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaqs filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 7.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibit is filed as part of this report:
| Press release, dated March4, 2019 |
NASDAQ, INC. Exhibit
EX-99.1 2 d715336dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Nasdaq Raises Offer Price for Oslo Børs VPS and Reaffirms its Commitment to the Offer Raises offer price to NOK 158,…
To view the full exhibit click here
About Nasdaq, Inc. (NASDAQ:NDAQ)
Nasdaq, Inc. (Nasdaq), formerly The NASDAQ OMX Group, Inc., is a holding company. The Company is a provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services across approximately six continents. The Company manages, operates and provides its products and services through four segments: Market Services, Listing Services, Information Services and Technology Solutions. Its Market Services segment includes its equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading and clearing (FICC), and access and broker services businesses. Its Listing Services segment includes its United States and European Listing Services businesses. Its Information Services segment includes its Data Products and Index Licensing and Services businesses. Its Technology Solutions segment includes Corporate Solutions and Market Technology businesses.
