Statement by the Board of Directors of Cinnober Financial Technology in relation to the increased public offer from Nasdaq
The Board of Directors of Cinnober Financial Technology has concluded to unanimously recommend that the shareholders and warrant holders of Cinnober Financial Technology accept the increased public offer made by Nasdaq.
Background
This statement is made by the Board of Directors[1] (the “Board of Directors”) of Cinnober Financial Technology Aktiebolag (publ) (the “Company”, “Cinnober Financial Technology” or “Cinnober”) pursuant to Rule II.19 of the Swedish Corporate Governance Board’s takeover rules for certain trading platforms (the “Takeover Rules”).
On September 14, 2018 Nasdaq Technology AB (”Nasdaq Technology”), a wholly-owned indirect subsidiary of Nasdaq, Inc., announced a recommended public cash offer to the shareholders and warrant holders in Cinnober to acquire all shares and warrants in Cinnober for SEK 75 for each share and SEK 85 for each warrant (the ”Offer”). The initial acceptance period for the Offer expired on December 14, 2018.
Today, on December 18, 2018, Nasdaq Technology announced that they increase the consideration in the Offer to SEK 87 in cash for each share and to SEK 121 in cash for each warrant in Cinnober, that they waive the condition regarding regulatory, governmental or similar clearances and that they extend the acceptance period until January 9, 2019 (the “Revised Offer”). For more information regarding the Offer and the Revised Offer, please refer to Nasdaq Technology’s press release of December 18, 2018, Nasdaq Technology’s press release of September 14, 2018 as well as the offer document regarding the Offer, all of which are available at www.nasdaq.com.
Invium Partners, Swedbank Robur Fonder AB, Handelsbanken Fonder AB, MVN Asset Management, AMF Fonder AB, Humle Småbolagsfond and Coeli Asset Management, representing in aggregate approximately 44.9 percent of the total number of shares and votes in Cinnober, have unconditionally undertaken to accept the Revised Offer. Nils-Robert Persson, Chairman of the Board of Directors of Cinnober, and Peter Lenti, co-founder and Board member of Cinnober, holding in aggregate 16.8 percent of the total number of shares and votes in Cinnober, have accepted the Offer and undertaken not to withdraw their acceptances. In light of these undertakings, neither Nils-Robert Persson nor Peter Lenti, has participated in the handling of matters relating to the Revised Offer. However, the Board is quorate also without these two conflicted Board members, as three out of the five Board members in Cinnober have the right to participate in the handling and resolutions relating to the Revised Offer. The Board of Directors has appointed Bo Mattsson as acting Chairman of the Board of Directors in relation to the Board of Directors’ resolution regarding the Revised Offer. Please refer to Nasdaq Technology’s press release of December 18, 2018, for more information on the aforementioned undertakings.
Lazard is acting as exclusive financial adviser and Hamilton Advokatbyrå is acting as legal adviser to Cinnober Financial Technology.
The Board of Directors’ evaluation of the Revised Offer
The Board of Directors has previously recommended the shareholders of Cinnober to accept the Offer from Nasdaq Technology of SEK 75 for each share and SEK 85 for each warrant. For more information on the Board of Directors’ assessment of Nasdaq Technology’s Offer and the reasons for its recommendation, including its opinion on the effects the implementation of the Offer may have on Cinnober, specifically employment, and its views on Nasdaq Technology’s strategic plans for Cinnober and the effect these may be expected to have on employment and the places where Cinnober conducts its business, please refer to the Board of Directors’ statement of September 14, 2018, which is available at https://group.cinnober.com/.
When evaluating the Revised Offer, the Board of Directors has taken into account that the Revised Offer is substantially more attractive to the shareholders of Cinnober compared to the Offer, which the Board of Directors has previously recommended.
Further, when evaluating the Revised Offer, the Board of Directors has noted that a number of large shareholders, representing in aggregate approximately 44.9 percent of the shares and votes in the Company, have unconditionally undertaken to accept the Revised Offer, and that Nils-Robert Persson, Chairman of the Board of Directors of Cinnober, and Peter Lenti, co-founder and Board member of Cinnober, holding in aggregate 16.8 percent of the total number of shares and votes in Cinnober, have accepted the Offer and undertaken to not to withdraw their acceptances.
Finally, the Board of Directors has noted that Nasdaq Technology has announced that they waive the condition regarding regulatory, governmental or similar clearances.
On this basis, the Board of Directors unanimously recommends the shareholders and warrant holders of Cinnober to accept the Revised Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Stockholm, December 18, 2018
Cinnober Financial Technology Aktiebolag (publ)
The Board of Directors
For additional information please contact:
Member of the Board of Directors and acting Chairman
Bo Mattsson
Phone: +46 (0) 70 932 48 33
E-mail: bo@sote.mobi
Cinnober Financial Technology Aktiebolag (publ)
Corp. Reg. No. 556548-9654
Kungsgatan 36
SE-111 35 Stockholm, Sweden
About Cinnober
Cinnober provides solutions and services to leading trading and clearing venues, including exchanges, clearinghouses, banks and brokers. Cinnober’s solutions are largely based on the TRADExpress™ Platform, incorporating everything needed for mission-critical solutions in terms of performance, robustness and flexibility. The portfolio of offerings includes price discovery and matching, real-time risk management, clearing and settlement, index calculation, data distribution and market surveillance.
Cinnober’s customers include the Asia Pacific Exchange, Australian Securities Exchange, B3, Dubai Gold & Commodities Exchange, Euronext, Japan Exchange Group, Johannesburg Stock Exchange, the London Metal Exchange, LME Clear, NYSE and the Stock Exchange of Thailand, among others.
Cinnober’s shares are traded on the Nasdaq First North exchange and the company’s Certified Advisor is FNCA Sweden AB. For additional information, please visit www.cinnober.com.
This statement has also been drafted in a Swedish language version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.
The information in the press release is information that Cinnober is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 10:00 CET on December 18, 2018.
[1] Cinnober’s Board members, Nils-Robert Persson and Peter Lenti, have accepted the Offer and undertaken not to withdraw their acceptances. In accordance with the rules regarding conflict of interest in Rule II.18 of the Takeover Rules for Certain Trading Platforms, these Board members may not participate in the handling of matters relating to the Revised Offer by the Cinnober Board. However, the Board is quorate also without these two conflicted Board members, as three out of the five Board members in Cinnober have the right to participate in the handling and resolutions relating to the Revised Offer.