NSX’s Future Hangs on Shareholder Vote Amid CNSX Takeover Bid
NSX Limited has entered a Scheme Implementation Deed with CNSX Markets Inc. for a full acquisition at a 59% premium, subject to shareholder and regulatory approvals. The deal aims to strengthen NSX’s market position and expand its product offerings.
- CNSX to acquire all ordinary shares of NSX via scheme
- Cash consideration of $0.035 per fully paid share offered
- 59% premium over last trading day price
- Unanimous board recommendation subject to approvals
- Scheme meeting expected September 2025 with ASX delisting planned
Background and Transaction Overview
NSX Limited (ASX: NSX), the operator of the National Stock Exchange of Australia, has entered into a Scheme Implementation Deed with CNSX Markets Inc., the Canadian Securities Exchange (CSE) operator, for CNSX to acquire 100% of NSX’s ordinary shares. The transaction is structured as a scheme of arrangement, a common Australian takeover mechanism, and offers NSX shareholders a cash consideration of $0.035 per fully paid share.
This price represents a substantial premium of 59% over NSX’s last traded price on May 16, 2025, and also premiums of 52% and 40% over the one- and three-month volume weighted average prices respectively. Partly paid shares will receive a proportionate cash amount based on their paid-up capital.
Board Support and Strategic Rationale
The NSX Board has unanimously recommended the scheme, subject to no superior proposal emerging and the independent expert concluding that the scheme is in the best interests of shareholders. Each director has committed to vote their shares in favour of the transaction, signaling strong internal support.
Non-Executive Chairman Tim Hart highlighted the alignment of CNSX’s growth trajectory with NSX’s strategic ambitions, emphasizing the potential for enhanced competitiveness in Australia’s capital markets. CEO Max Cunningham noted that CNSX’s acquisition would provide NSX with greater financial strength and operational stability, enabling expansion of product offerings and improved services for Australian companies and investors.
Conditions and Next Steps
The implementation of the scheme is conditional on customary regulatory approvals, including from ASIC and the court, as well as shareholder approval at a scheme meeting expected in September 2025. CNSX currently holds approximately 4.85% of NSX shares and has committed to providing a support facility of up to $1 million to NSX to manage any transitional delays.
Following scheme implementation, NSX intends to delist from the ASX, marking a significant transition for the exchange. The timetable anticipates key milestones such as the first court hearing on August 1, 2025, the scheme meeting on September 1, and the effective date shortly thereafter.
Market Implications and Outlook
This acquisition reflects a growing trend of cross-border consolidation in exchange operators, aiming to leverage scale and technology to better serve issuers and investors. For NSX shareholders, the premium offered provides an attractive exit opportunity. For the Australian market, CNSX’s entry could stimulate competition and innovation, particularly for small and emerging companies seeking capital.
However, the transaction remains subject to regulatory scrutiny and shareholder approval, and the market will watch closely for any competing proposals or changes in recommendation.
Bottom Line?
As NSX shareholders prepare to vote, the deal promises to reshape Australia’s exchange landscape—pending regulatory and shareholder green lights.
Questions in the middle?
- Will any competing bids emerge before the scheme meeting?
- How will CNSX integrate NSX’s technology and regulatory framework?
- What impact will the delisting from ASX have on NSX’s current issuers and investors?
