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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][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.
Posted by Medilyn Manibo, Assistant News Editor
