OMX is acquiring Nord Pool ASA’s clearing and consulting operations and international derivatives products and establishing a business unit for international energy derivatives headquartered in Oslo. Nord Pool expects the final pay to amount to around MNOK 2,300.
OMX and Nord Pool enjoy a long and well-established co-operation, based on OMX delivering and operating Nord Pool’s trading and clearing platforms. The transaction creates a foundation for a geographical expansion within Nord Pool’s core area of power, and for enhancing the existing offering, with a clear ambition to build a leading European market for CO2 products.
"Nord Pool ASA’s experience and knowledge of the financial commodity market, complemented by OMX’s technology and its customer base, offer great opportunities for creating a strong partnership, one which will be well-positioned to benefit from the development of a global market for carbon dioxide emissions allowances in the wake of the Kyoto protocol. In addition, there are many opportunities for expanding the existing proposition to include trading and clearing in commodity derivatives such as gas, oil and freight derivatives," says Magnus Böcker, ceo of OMX.
"We believe that this solution represents a very successful combination. The TSOs Statnett and Svenska Kraftnät will still have responsibility for the exchange trading of Nordic power derivatives, which I consider being an important part of the infrastructure in the Nordic power market. At the same time, Nord Pools’s unique competence can be utilized in new markets," says Jan Magnusson, chairman of the Board of Nord Pool ASA.
"OMX and Nord Pool will capitalize on their complementary know-how, safeguard the strong Nordic position, as well as develop new markets. This will release the true potential of Nord Pool’s business areas and provide new business opportunities for the existing customers and the international financial services sector where we are seeing a growing interest in energy derivatives," says Torger Lien, ceo of Nord Pool ASA.
Through this transaction, OMX will acquire 100 percent of the shares in Nord Pool ASA’s subsidiaries Nord Pool Clearing ASA and Nord Pool Consulting AS along with a new subsidiary containing Nord Pool’s international products, including CO2 products (EUAs, CERs) and the international power contracts.
Nord Pool Spot AS, which operates the Nordic physical market, is not included in this transaction. The spot market, which sets the daily physical electricity prices in the Nordic market, will therefore still be the responsibility of the Nordic transmission system operators.
OMX foresees continued integration of the financial energy and securities markets by building a platform for further expansion within the energy segment as well as other commodities in order to meet customer demand for multi-asset class trading and arbitrage trading. By creating economies of scale through integration of the clearing platforms, benefits will accrue to customers in the form of lower overall transaction costs.
The acquired business, except for Nord Pool Clearing ASA, will form the core of a new Energy and Commodity Business Unit within OMX, which will be headquartered in Oslo. The organization in Oslo will be responsible for sales activities, key account management, product development and services offered to customers and to Nord Pool ASA. The entire operation will be lead by Torger Lien.
Nord Pool Clearing will be combined with the OMX clearing organization in order to realize the potential for economies of scale in a joint clearing capital solution.
Financial details of the acquisition
OMX will pay MNOK 2,150 at completion of which MNOK 1,700 in cash and MNOK 450 in a vendor note due to current owners of Nord Pool within 18 months after completion. Furthermore, OMX has agreed to potential further earn-out payments of maximum MNOK 800 based on volume over a five year period.
For the first 11 months of 2007 , the acquired businesses had revenues of MNOK 316, EBIT of MNOK 98 and net profit of MNOK 84. The entity has a net excess cash position above required clearing capital of MNOK 166.
OMX estimates that the acquisition will lead to pre-tax synergies of approximately MNOK 60 per year of which half is revenue synergies and half is
cost synergies. Furthermore, OMX expects to release approximately MNOK 500 in clearing capital over time.
The acquisition is expected to be earnings accretive for 2008.
The transaction is estimated to be completed by mid-year 2008.
The proposed transaction is subject to due diligence, signing of the formal agreement, and approval by the regulatory authorities.
OMX AB has been advised by Arctic Securities and Nord Pool ASA has been advised by Fondsfinans.