Euronext N.V. (ENXTPA:ENX) offered to acquire Oslo Børs VPS Holding ASA (OTCNO:OSLO) from Arendals Fossekompani ASA (OB:AFK), DNB Livsforsikring AS, KLP Kapitalforvaltning AS and others for NOK 6.2 billion on December 24, 2018. Under the offer, Euronext N.V. will launch a tender offer to acquire the shares of Oslo Børs VPS Holding ASA at NOK 145 per share. The bid price is increased to NOK 158 per share on February 11, 2019. Each accepting shareholder will also receive an interest payment on the revised offer price equal to 6% per annum, from the earlier of the date of acceptance of the offer or January 29, 2019 until fulfillment of the conditions of the offer. Euronext N.V. will use own cash and committed debt facilities to finance the offer. The company names Oslo Børs and VPS will remain unchanged under Euronext ownership. Pursuant to the transaction, Euronext N.V. has already secured support for the offer from shareholders of Oslo Børs VPS Holding ASA representing 49.6% of all outstanding shares, through a combination of irrevocable pre-commitments to tender their shares in the context of the offer to be launched, and share purchases.

As of December 28, 2018, Euronext N.V. has raised its commitment from 49.6% to 50.6% of Oslo Børs VPS outstanding shares. As of January 30, 2019, Nasdaq AB announced a superior competing bid for Oslo Børs VPS at NOK 152 per share. As of March 4, 2019, Nasdaq revised its bid and matched the NOK 158 per share as offered by Euronext. The Board of Oslo Børs upheld its recommendation of Nasdaq as the preferred bidder. As on May 27, 2019, Nasdaq AB withdrew its offer to acquire Oslo Børs. As of June 4, 2019, Euronext N.V. holds 61.4% stake of Oslo Børs VPS. As of June 6, 2019, DNB Livsforsikring accepted the unconditional cash tender offer set forth by Euronext for 8.5 million shares. As of June 6, 2019, KLP Kapitalforvaltning AS agreed to sell its stake. WithDNB and KLP agreeing to sell their shares, Euronext's holding in Oslo Børs has reached more than 90% and Euronext can delist Oslo Børs it if it wishes. As of June 7, Euronext owns 97.7% of the total issued and outstanding share capital of Oslo Børs VPS. Settlement of these Shares is expected to occur by June 14, 2019. Following such settlement, as the owner of more than 90% of the shares and votes of Oslo Børs VPS, Euronext intends to initiate a compulsory acquisition procedure to acquire the remaining shares not already tendered.

The Chief Executive Officer of Oslo Børs is invited to join the Managing Board of Euronext as Country Chief Executive Officer for Norway with Groupwide responsibilities for commodities, and for a leading figure of the Norwegian financial ecosystem to join the Supervisory Board of Euronext, subject to required approvals. The Board of Oslo Børs VPS will continue to include Norwegian independent members and employees. The tender offer is expected to be launched in January 2019 and will be subject to acceptance level of at least 50.01% of Oslo Børs VPS outstanding shares (including shares already held by Euronext), regulatory approvals, short confirmatory due diligence, a favorable vote from a majority of Euronext shareholders. The Board of Oslo Børs VPS will evaluate the offer and provide the shareholders with a statement and a recommendation when the offer is presented. As of January 30, 2019, the Board of Directors of Oslo Børs VPS considers that the offer made by Nasdaq is the best alternative for all stakeholders and therefore unanimously recommends that the shareholders of Oslo Børs VPS accept Nasdaq's offer and do not accept the offer to acquire the shares of Oslo Børs VPS made by Euronext NV. As of February 4, 2019, the acquirer shareholders have approved the transaction and minimum tender has also been achieved. As of March 4, 2019, the regulatory clearance was the only pending condition for Euronext to close the deal. As of April 1, 2019, Euronext has received the declaration of non-objection from its College of Regulators for the contemplated acquisition of up to 100% of the capital of Oslo Børs VPS. Tom Vidar Rygh, has accepted to join the Board of Oslo Børs VPS as an independent Board member when the contemplated transaction is completed, subject to the usual regulatory approval. Euronext's reference shareholders, who represent 23.86% of Euronext capital, have also confirmed their joint support to Euronext for this transaction. Euronext's offer is currently awaiting regulatory clearance from the Norwegian Ministry of Finance in accordance with applicable laws and regulations, which is the last major condition precedent to complete the acquisition of the majority of the Oslo Bar`s VPS`s shares. As of April 8, 2019, Norwegian financial supervisory authority positively recommended the deal to Ministry of Finance. As of May 13, 2019, Euronext has received the approval of the Ministry of Finance. As of May 16, 2019, the shareholders of Euronext unanimously approved the transaction in a meeting. This was the last major condition to complete the transaction and the remaining customary conditions are expected to be met before the end of second quarter of 2019. As of May 31, 2019, Euronext completed its confirmatory due diligence and declared the offer as unconditional and the Board of Directors of Oslo Børs VPS recommended shareholders in Oslo Børs VPS wishing to sell their Shares should accept the offer from Euronext.

Euronext will continue to receive and accept tendered shares in the offer up to May 6, 2019. All other terms of its offer as revised on February 11, 2019 remain unchanged. As of January 14, 2019, acceptance period of the tender offer is commenced and will expire on February 11, 2019. Euronext reserves the right to extend the acceptance period beyond the period of 10 weeks from the launch of its offer or to continue to accept shares following the end of the acceptance period. Any new acceptances of the offer will be valid until December 31, 2019. The acceptance period of the offer has been extended for a further 4 weeks and will now expire on March 11, 2019. As of March 11, 2019, the acceptance period under the tender offer was increased by Euronext. The offer will now run up to April 1, 2019. As of May 6, 2019, the acceptance period under the tender offer was increased by Euronext. The offer will now run up to May 31, 2019. Euronext is confident that the transaction can be completed during the course of quarter 2 of 2019. The deal is now expected to complete before August 31, 2019. As of May 15, 2019, transaction is expected to complete before the end of June 2019. As of May 16, 2019, transaction is expected to complete before the end of second quarter of 2019. The settlement of the offer is expected to occur by June 14, 2019. The offer results will be communicated in next week. The remaining shareholders can tender their shares on same terms till June 28, 2019. As of June 4, 2019, the transaction is expected to close by end of June 2019.

Carnegie Investment Bank AB (publ) and NovitasFTCL acted as financial advisors to Oslo Bors VPS Holding ASA. The Board of Oslo Bors VPS Holding ASA engaged Arctic Securities AS as financial advisor in the transaction. Bank of America Merrill Lynch International Limited acted as financial advisor and Watson, Farley & Williams LLP acted as the legal advisor to Euronext. Birketts LLP Incorporating Wollastons LLP acted as legal advisor to Oslo Bors VPS Holding ASA. François Henrot, Charles Mussat and Philippe Le Baquer of Rothschild Europe B.V. acted as financial advisors while Schjodt acted as legal advisor to Euronext N.V.

Euronext N.V. (ENXTPA:ENX) completed the acquisition of Oslo Børs VPS Holding ASA (OTCNO:OSLO) from Arendals Fossekompani ASA (OB:AFK), DNB Livsforsikring AS, KLP Kapitalforvaltning AS and others on May 31, 2019. Euronext launched an unconditional offer for remaining shares and the offer will remain open for acceptance till June 28, 2019. Euronext holds 97.8% stake in Oslo Børs and intends to acquire the remaining though compulsory acquisition. As of July 4, 2019, Euronext completed the acquisition of remaining stake in Oslo Børs VPS. Stikeman Elliott LLP acted as legal advisor to Euronext N.V.