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This excerpt taken from the NDAQ 10-Q filed May 10, 2006. Agreement to Acquire Minority Stake in the LSE
On March 9, 2006, we submitted a non-binding indication of interest to acquire all of the shares of the LSE, which was rejected by the LSE on March 10, 2006. On March 30, 2006, we announced that we no longer intended to make an offer for the LSE. At that time, we reserved the right to announce an offer or possible offer or make and participate in an offer or possible offer for the LSE and/or take any other action which would otherwise be restricted under the rules of the United Kingdom City Code on Takeovers and Mergers, or the City Code, within the next six months with the consent of the United Kingdom Takeover Panel should one of the following events occur:
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Table of ContentsThe Nasdaq Stock Market, Inc.
Notes to Condensed Consolidated Financial Statements—(Continued)
On April 18, 2006, we acquired 38,100,000 shares or approximately 14.9% of the issued share capital of the LSE, at a price of GBP 11.75 per share. The total consideration represents approximately GBP 447.7 million, or $784.8 million. In connection with this purchase, we entered into a credit facility that provides for credit of up to $1.925 billion of secured financing and currently have approximately $385.1 million available to drawdown under this facility. See “April 2006 Credit Facility,” below for further discussion. On May 8, 2006, we acquired an additional 9,790,280 shares or approximately 3.8% of the issued share capital of the LSE, at a price of GBP 12.18 per share. Total consideration represents approximately GBP 119.2 million, or $220.7 million. Nasdaq paid for the shares with cash on hand. Also, on May 10, 2006, we announced we acquired an additional 13,791,440 shares of the issued share capital of the LSE, at a price of GBP 12.48 per share. Total consideration for this purchase represents approximately GBP 172.1 million, or $320.7 million. In addition to the 47,890,280 shares previously owned, this acquisition takes our holding in the LSE to 61,681,720 shares or 24.1% of the issued share capital of the LSE. We purchased the above shares from LSE shareholders. We plan to pay for these shares using $310.1 million of funds available under our April 2006 Credit Facility and $10.6 million from cash on hand.
We continue to explore and evaluate our position with respect to the LSE and the purchase of additional LSE shares. We may purchase additional LSE shares at any time based on numerous factors, including strategic transactions and potential transactions in our industry, market conditions, LSE share trading prices and the availability of LSE shares for sale. If we choose to purchase additional LSE shares, we may incur additional debt.
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