This excerpt taken from the NDAQ 8-K filed Feb 20, 2008.
The acquisition of OMX AB and strategic partnership with Borse Dubai Limited
We have entered into an agreement with Borse Dubai whereby, following the completion of Borse Dubais pending offer to acquire OMX, we will acquire all shares of OMX then owned or subsequently acquired by Borse Dubai, and Borse Dubai will become a significant minority shareholder of The NASDAQ OMX Group. The Government of Dubai created Borse Dubai in 2007 to consolidate its exchange holdings, which include the Dubai Financial Market and DIFX. Borse Dubai currently owns 29.1% of OMXs outstanding shares, either directly or through option contracts, and controls an additional 19.3% through irrevocable undertakings granted in favor of Borse Dubai and Nasdaq by OMX shareholders, for a total of 48.3%. Our agreement with Borse Dubai is conditioned upon Borse Dubai acquiring at least 67.0% of the outstanding OMX shares. In a press release dated February 15, 2008, Borse Dubai reported that the Borse Dubai Offer had been accepted by shareholders representing approximately 68.6% of the OMX shares. Following settlement of the option contracts held by Borse Dubai, Borse Dubai would be expected to hold in the aggregate approximately 97.6% of the OMX shares. Borse Dubai also announced an extended acceptance period for shareholders who had not yet tendered.
OMX owns and operates the largest securities marketplace in Northern Europe, including markets in Sweden, Denmark and Finland. In addition to trading in equities, bonds and derivatives, OMX also provides services to listed companies as well as information services to participants in the financial markets. In addition, OMX provides technology solutions for trading, clearing and settlement, and market data distribution to over 60 exchanges, clearing houses and central security depositories (CSDs) in over 50 countries. As of September 30, 2007, OMX was home to 839 listed companies with a combined market capitalization of approximately $1.5 trillion. Through technology leadership and customer focus, OMX has demonstrated its ability to consistently grow total revenues and increase profitability. For the 12 months ended September 30, 2007, OMX generated total revenues of $577.4 million.
Our acquisition of OMX will create a premier global exchange company and exchange technology provider. We believe the combination of Nasdaqs global brand and technology leadership with OMXs global technology expertise, customer base and multi-product capabilities will further enhance our competitive position in the industry. We expect the acquisition of OMX to close in February 2008.
Assuming Borse Dubai owns 100% of all outstanding OMX shares once its pending offer is complete, we will acquire those shares for an aggregate equity consideration of approximately $4.2 billion, or SEK 27.3 billion, consisting of approximately $1.9 billion, or SEK 12.6 billion, in cash, and approximately 60.6 million shares of Nasdaq common stock at $37.43 per share, based on Nasdaqs closing stock price as of September 26, 2007 (the signing of the amended offer letter agreement between Nasdaq and Borse Dubai), resulting in a value of approximately $2.3 billion, or SEK 14.7 billion, for the new equity issued. As of February 15, 2008, the total consideration to
be paid by us pursuant to the OMX acquisition was approximately $4.5 billion, or SEK 28.5 billion, and the value of the new equity to be issued was $2.5 billion, or SEK 15.9 billion, based on Nasdaqs closing stock price and applicable exchange rates as of such date.
We have also entered into an agreement with Borse Dubai which provides that in exchange for a contribution of $50.0 million in cash to DIFX, and the entry into certain technology and trademark licensing agreements, we will acquire 33.3% of the equity of DIFX. This agreement will allow DIFX to utilize Nasdaqs trademark and exchange technologies from both us and OMX, which, we believe, will enhance DIFXs growth in Middle Eastern and North African financial markets. For additional information on the acquisition of OMX and our strategic partnership with Borse Dubai, you should also read the The Transactions section included elsewhere in this offering memorandum.