- Borse Dubai and NASDAQ have Secured 47.6 per cent of OMX Shares Through Direct Ownership, Option Agreements and Irrevocable Undertakings

Borse Dubai and NASDAQ have Secured 47.6 per cent of OMX Shares Through Direct
Ownership, Option Agreements and Irrevocable Undertakings 

Borse Dubai's offer price raised to SEK 265 per share in cash for each OMX
share for an aggregate consideration of SEK 32.0 billion (approximately USD 4.9
billion)[1] 

Borse Dubai and NASDAQ secure irrevocable undertakings from Investor, Nordea
Bank, Olof Stenhammar, Didner & Gerge, Nykredit and Magnus Böcker to tender no
less than 22.4 million OMX shares, equivalent to 18.5 per cent of OMX shares
outstanding, in the Borse Dubai Offer 

57.4 million OMX shares, equivalent to 47.6 per cent of OMX shares outstanding
are now under Borse Dubai's control through direct ownership, option agreements
and irrevocable undertakings 

Borse Dubai changes the acceptance level condition under its offer from more
than 90 per cent to more than 50 per cent 

NASDAQ and Borse Dubai strongly believe that the proposed transaction provides
the best opportunity to further enhance the growth of the Nordic and Baltic
capital markets, including Finansplats Stockholm 




26 September 2007 - Borse Dubai Limited (“Borse Dubai”) announced today that it
has raised its cash offer (the “Borse Dubai Offer”) to SEK 265 for each share
in OMX AB (publ) (“OMX”). Borse Dubai has also changed the acceptance level
condition under its offer from more than 90 per cent to more than 50 per
cent.[2] The other terms and conditions of the Borse Dubai Offer remain the
same as announced on 17 August 2007 by Borse Dubai, and on 20 September 2007 by
Borse Dubai and The NASDAQ Stock Market, Inc. (“NASDAQ”). 

 

NASDAQ and Borse Dubai are joining efforts to provide a compelling, long-term
enhancement and growth strategy for OMX and the Nordic and Baltic region. Borse
Dubai and NASDAQ have now secured irrevocable undertakings from Investor AB
(publ), Nordea Bank AB (publ), Olof Stenhammar, Didner & Gerge Fonder AB,
Nykredit Realkredit A/S and Magnus Böcker (the “Selling Shareholders”), who in
aggregate hold approximately 18.5 per cent of the total number of votes and
shares in OMX, at the increased price of Borse Dubai's cash offer. 

 

The combination of Borse Dubai's shares in OMX, the option agreements entered
into on 9 August 2007 and the irrevocable undertakings entered into today will
result in Borse Dubai holding no less than 57.4 million OMX shares,
representing no less than 47.6 per cent of the total number of votes and shares
in OMX.  This assumes that the Borse Dubai Offer is completed and that the
conditions to the option agreements and the irrevocable undertakings are
satisfied. As a result of today's increased offer, the strike price of the
option agreements will increase to SEK 265 per OMX share. As agreed between
Borse Dubai and NASDAQ, these OMX shares as well as shares tendered in the
Borse Dubai Offer, are expected to be sold to NASDAQ. The irrevocable
undertakings are assignable to NASDAQ under certain circumstances. 

 

The irrevocable undertakings commit the Selling Shareholders to tender all of
their shares into the Borse Dubai Offer, subject, inter alia, to the conditions
that (i) the Borse Dubai Offer opens for acceptances no later than 15 February
2008 and; (ii) no party, before the Borse Dubai Offer is made wholly
unconditional, makes a bona fide unsolicited competing offer at minimum of SEK
303 per OMX share which Borse Dubai does not match within fifteen banking days.
The irrevocable undertakings will automatically terminate upon, inter alia, the
termination or withdrawal of the Borse Dubai Offer, Borse Dubai reducing the
acceptance level condition below 50 per cent and in any event no later than
11:59 p.m. New York time on 1 April 2008. 

 

On 20 September 2007, Borse Dubai and NASDAQ announced a series of transactions
that will create a global financial market place with a unique footprint
spanning the U.S., Europe, the Middle East and strategic emerging markets.
These transactions are unaffected by this announcement apart from the
following: 

 

Borse Dubai has agreed to increase its offer by SEK 35 per OMX share or by SEK
4,222 million (approximately USD 649 million)[3] to SEK 31,970 million
(approximately USD 4,914 million)³ 
NASDAQ has agreed to increase the cash component of its agreement with Borse
Dubai by SEK 1,206 million (approximately USD 185 million)³ to SEK 12,583
million (approximately USD 1,934 million)³, corresponding to SEK 10 per OMX
share, of the total increase of SEK 35 per OMX share 
As a result, Borse Dubai has effectively agreed to pay an incremental SEK 3,016
million (approximately USD 464 million)³, representing an increase of SEK 25
per OMX share, of the total increase of SEK 35 per OMX share 
 “The OMX combination and the prospect of building a world-class global
marketplace, unique in its reach and growth potential, will bring benefits to
our shareholders and stakeholders alike. We will seek to be a catalyst to
attract more investment, listings and trading to the Nordic and Baltic
marketplace,” said Bob Greifeld, President and Chief Executive Officer of
NASDAQ. He continued, “We thank Investor, Nordea Bank, Olof Stenhammar, Didner
& Gerge, Nykredit and Magnus Böcker for supporting this offer by entering into
irrevocable undertakings.” 

 

“The opportunities for OMX, Borse Dubai and NASDAQ to further develop and link
mature and emerging markets through our new combination are very significant. 
These efforts will place the Nordic and the Baltic markets in a key and pivotal
position among global financial centers and Sweden will be a centrepiece for
those efforts. We are very pleased to be the first global exchange to bridge
the U.S, Europe and the Middle East,” said Essa Kazim, Chairman of Borse Dubai. 

  

NASDAQ and Borse Dubai committed to Finansplats Stockholm


NASDAQ and Borse Dubai are committed to Finansplats Stockholm and the Nordic
and Baltic region, including the Nordic and Baltic regulatory and operational
frameworks and procedures. NASDAQ and Borse Dubai recognise that the Stockholm
financial sector is one of the most important drivers of the Swedish economy.
The strategy of the new company, to be formed by NASDAQ's acquisition of OMX
from Borse Dubai following completion of the Borse Dubai Offer and to be called
The NASDAQ OMX Group, Inc. (“NASDAQ OMX”), builds on the strong existing
businesses, market models and stakeholder influence of OMX. 

 

NASDAQ and Borse Dubai will support investments in ongoing research and
development in Stockholm and will promote Stockholm as a global financial
technology and know-how centre of excellence. NASDAQ OMX will provide the
Nordic and Baltic region and Finansplats Stockholm the resources and
infrastructure necessary to grow the business, which is likely to increase
employment opportunities in Stockholm, and will seek to ensure that Stockholm
is acknowledged as a leading financial centre in Northern Europe by 2010. In
order to strengthen the competitive position of Finansplats Stockholm, NASDAQ
and Borse Dubai fully support the ongoing development of areas such as: 

 

Regulation and supervision: NASDAQ OMX will be committed to the existing Nordic
and Baltic regulatory and operational frameworks, procedures and efficient
supervisory authority. NASDAQ will continue its active engagement with the U.S.
Securities and Exchange Commission, Treasury Department and Congress to ensure
that there is no U.S. regulatory spillover directly or indirectly as a result
of this transaction.  The Financial Supervisory Authorities in all the seven
jurisdictions concerned have received written assurances to this effect from
the SEC 
Competition: NASDAQ OMX will safeguard the Nordic and Baltic region's
competitive position in the upcoming MiFID environment by enhanced efficiencies
and innovative approaches to trading and pan-European market structure 
Efficiency and transparency: NASDAQ OMX will continue to focus on low cost,
transparency and market efficiency to the benefit of the Nordic and Baltic
capital markets 
Education and research: NASDAQ OMX will stimulate education and research
through, among others, seminars and academic committees within the concept of
Finansplats Stockholm 

Furthermore, NASDAQ confirms its commitment to:

the European headquarters of NASDAQ OMX being located in Stockholm; 
the world technology business headquarters of NASDAQ OMX being located in
Stockholm; 
key senior positions remaining in Stockholm, including Head of Technology
business, Head of Technology Operations, Head of Nordic Marketplace; 
four OMX directors being recommended to be on the NASDAQ OMX Board, including
the Deputy Chairman; and 
the OMX Nordic Exchange Board remaining as is, with its current Nordic
composition. 

NASDAQ and Borse Dubai are confident that, together, the two organizations can
provide OMX with strong growth opportunities within the developed, European
financial markets with Stockholm as the operational base for pan-European
efforts, as well as in the emerging markets using its Stockholm-based
technology business and know-how to help develop capital markets in high growth
regions worldwide. 

 

 


IMPORTANT NOTICES


Notice from Borse Dubai

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law or regulation and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed must inform themselves about and observe such restrictions. 

 

The Borse Dubai Offer has not been and is not being made and this press release
may not be distributed, directly or indirectly, in or into, nor will any tender
of shares be accepted from or on behalf of holders in, any jurisdiction in
which the making of the Borse Dubai Offer, the distribution of this press
release or the acceptance of any tender of shares would contravene applicable
laws or regulations or require further offer documents, filings or other
actions in addition to those required under Swedish law, except under
applicable exemption. 

 

The Borse Dubai Offer is not being made, directly or indirectly, by use of mail
or any other means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the internet) in or into
Canada and the Borse Dubai Offer will not be capable of acceptance by any such
use, means, instrumentality or facility of, or from within Canada unless an
exemption from the applicable securities laws and regulations of any relevant
provinces of Canada is available. Any persons receiving this press release
should observe these restrictions and should not mail or otherwise distribute,
forward or transmit it in, into or from Canada. 

 

In accordance with normal Swedish market practice, Borse Dubai and its
affiliates and subsidiaries and any adviser, broker or other person acting as
the agent of or on behalf of Borse Dubai reserve the right to make certain
purchases of, or arrangements (whether involving option agreements or
otherwise) to purchase, directly or indirectly, OMX ordinary shares or any
securities that are immediately convertible into, exchangeable for, or
exercisable for, OMX ordinary shares, other than pursuant to the Borse Dubai
Offer. These purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such future purchases will
be made in compliance with applicable laws, rules and regulations. Any
information about such purchases will be disclosed to the extent required by
law, or any applicable rules or regulations. 

 

Notice from NASDAQ 

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking
statements, which involve a number of risks and uncertainties. The parties
caution readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially from those
contained in the forward-looking information. Such forward-looking statements
include, but are not limited to, statements about the benefits of NASDAQ's
offer, the transactions contemplated by NASDAQ's agreements with Borse Dubai
and OMX, the proposed business combination transaction involving NASDAQ and
OMX, including estimated revenue and cost synergies, the combined company's
plans, objectives, expectations and intentions, the proposed uses of proceeds
from the sale of the LSE stake and other statements that are not historical
facts. Additional risks and factors are identified in NASDAQ's filings with the
U.S. Securities Exchange Commission (the “SEC”), including its Report on Form
10-K for the fiscal year ending December 31, 2006 which is available on
NASDAQ's website at http://www.nasdaq.com and the SEC's website at www.sec.gov
and in OMX's filings including its annual report for 2006, which is available
on OMX's website at http://www.omxgroup.com. The parties undertake no
obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise. 

 

Notice to OMX shareholders

While NASDAQ's offer is being made to all holders of OMX shares, this document
does not constitute an offer to purchase, sell or exchange or the solicitation
of an offer to purchase, sell or exchange any securities of OMX or an offer to
purchase, sell or exchange or the solicitation of an offer to purchase, sell or
exchange any securities of Nasdaq in any jurisdiction in which the making of
the offer or the acceptance of any tender of shares therein would not be made
in compliance with the laws of such jurisdiction.  In particular, NASDAQ's
offer is not being made, directly or indirectly, in or into Australia, Canada,
Japan or South Africa.  While NASDAQ reserves the right to make the offer in or
into the United Kingdom or any other jurisdiction pursuant to applicable
exceptions or following appropriate filings and prospectus or equivalent
document publication by NASDAQ in such jurisdictions, pending such filings or
publications and in the absence of any such exception NASDAQ's offer is not
made in any such jurisdiction. 

 

Additional Information About this Transaction

On August 7, 2007, NASDAQ filed with the SEC a Registration Statement on Form
S-4 that includes a preliminary proxy statement of NASDAQ that also constitutes
a prospectus of NASDAQ. Investors and security holders are urged to read the
preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus when it becomes available, as well as other applicable
documents regarding the proposed business combination transaction, because
those documents contain, or will contain, important information. You may obtain
a free copy of those documents and other related documents filed by NASDAQ with
the SEC at the SEC's website at www.sec.gov. The proxy statement/prospectus and
the other documents may also be obtained for free by accessing NASDAQ's website
at http://www.nasdaq.com and OMX's website at http://www.omxgroup.com. 

 

NASDAQ and its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies
from NASDAQ stockholders in respect of the transactions described in this
communication.  You can find information about NASDAQ's executive officers and
directors in NASDAQ's definitive proxy statement filed with the SEC on April
20, 2007. You can obtain free copies of these documents and of the proxy
statement/prospectus from NASDAQ by accessing NASDAQ's website at
http://www.nasdaq.com. Additional information regarding the interests of such
potential participants will be included in the proxy statement/prospectus and
the other relevant documents filed with the SEC when they become available. 

 

In the event of inconsistencies between the English version of this press
announcement and any translations thereof, the English version shall prevail. 

 


CONTACTS

 

Borse Dubai

 

Levick Strategic Communications

Christopher Harvin

+1 202 230 2406

charvin@levick.com

 

NASDAQ

 

Bethany Sherman

+1 212 401 8714

bethany.sherman@nasdaq.com

 

Hallvarsson & Halvarsson

Thomas Backteman

+46 8 407 22 66

thomas.backteman@halvarsson.se

 

HSBC Bank plc is acting as financial adviser to Borse Dubai and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Borse Dubai for providing the protections
afforded to clients of HSBC Bank plc or for providing advice in relation to the
matters contained in this announcement. 

 

ABG Sundal Collier is acting as financial adviser to Borse Dubai and no one
else in connection with the matters described in this announcement and will not
be responsible to anyone other than Borse Dubai for providing the protections
afforded to clients of ABG Sundal Collier or for providing advice in relation
to the matters contained in this announcement. 

 

JPMorgan is acting as financial adviser to NASDAQ and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than NASDAQ for providing the protections afforded to clients of
JPMorgan or for providing advice in relation to the matters contained in this
announcement. 

 

SEB Enskilda is acting as financial adviser to NASDAQ and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than NASDAQ for providing the protections afforded
to clients of SEB Enskilda or for providing advice in relation to the matters
contained in this announcement. 

 



Borse Dubai Limited was incorporated on 7 August 2007 in the Dubai
International Financial Centre (“DIFC”) and is registered with the DIFC
Registrar of Companies with registered number 0447. Borse Dubai Limited is 60
per cent  owned by the Investment Corporation of Dubai, 20 per cent by Dubai
Group LLC (a member of the Dubai Holding Group) and 20 per cent by DIFC
Investments LLC. Borse Dubai's sole business purpose is to act as a holding
company for investments in stock exchanges, including the Dubai Financial
Market and the Dubai International Financial Exchange. Where the context
requires or permits, references in this document to Borse Dubai include its
current and prospective subsidiaries other than OMX. 

 

BD Stockholm is a wholly-owned Swedish subsidiary of Borse Dubai. BD Stockholm
is a limited liability Swedish company with corporate registration number
556732-9940. The company was established on 22 May 2007 under the name Goldcup
D 3097 AB and registered with the Swedish Companies Registration Office (Sw.
Bolagsverket) on 2 July 2007. BD Stockholm has never conducted and at present
does not conduct any business and its sole purpose is to make the Offer and
take all actions to finance and complete the Offer and operate as a parent
company of OMX. 

 

NASDAQ is the largest U.S. electronic stock market. With approximately 3,200
companies, it lists more companies and, on average, its systems trade more
shares per day than any other U.S. market. NASDAQ is home to companies that are
leaders across all areas of business including technology, retail,
communications, financial services, transportation, media and biotechnology.
NASDAQ is the primary market for trading NASDAQ-listed stocks. For more
information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or
the NASDAQ Newsroom at http://www.nasdaq.com/newsroom/.