Oslo Stock Exchange in bid to fight off Euronext
Legal manoeuvring by Norway's stock exchange could dash front-runner Euronext's hopes of acquiring the bourse.
Franco-Dutch Euronext has been buying up European exchanges, including Ireland's last year.
Lawyers for the Oslo exchange floated the idea of regulators lifting the purchase threshold to two-thirds of the company's shares, according to documents seen by Bloomberg News. It's by no means certain that the authorities will adopt the idea, but if they did it would knock Euronext out of the race because it wouldn't be able to lay its hands on that much stock.
The Norwegian bourse has become the subject of an increasingly bitter bidding war, with Euronext vying with US rival Nasdaq for control.
Norway's largest bank and a top pension fund want the Americans to win, but a professor at the BI Norwegian Business School said the regulator was unlikely to help their bid by blocking Euronext.
"This legal position is so untenable that I would be very surprised if the ministry rejects Euronext on this basis," said professor of securities law Morten Kinander.
"The behaviour of Oslo Bors will be the subject of my teaching on corporate governance for a long time to come; it will be an example of problematic behaviour from target companies in takeover situations."
The Oslo exchange told Bloomberg it's neither recommending the idea raised by its lawyers nor trying to kill off Euronext's bid.
Oslo Bors spokesman Per Eikrem said the regulator had asked the bourse to submit the legal opinion.
"We are not seeking to change the rules in this matter or block any attempt to take over the Oslo Bors VPS Group," Mr Eikrem said.
"Our adviser has made a legal assessment to Oslo Bors VPS of one possible outcome of the considerations the Norwegian authorities will be making in relation to the applications from Nasdaq and Euronext to own more than 10pc of the company."
Nasdaq has the support of shareholders with 35pc of the stock who have agreed not to sell to Euronext, according to the US company's offer document. Raising the limit for a deal to 66pc would therefore end Euronext's bid. "Euronext trusts that Norwegian authorities will apply Norwegian law and not change the rules in the middle of the process in order to block a specific bid," said CEO Stephane Boujnah.
The Paris-listed company's offer document was written before Nasdaq's bid.
If Euronext is blocked, the 50.5pc of shareholders currently supporting it could defect to the US company after a lock-up period expires at the end of this year.
Nasdaq already operates stock exchanges across Scandinavia.