This excerpt taken from the NDAQ DEF 14A filed Apr 3, 2009.
Borse Dubai and NASDAQ Dubai
On February 27, 2008, Nasdaq and OMX AB combined their businesses pursuant to an agreement with Borse Dubai Limited. This agreement provided that Borse Dubai would sell to us all shares of OMX owned by it or acquired through a public offer in Sweden. In connection with this transaction, we issued to Borse Dubai
approximately 42.9 million shares of NASDAQ OMX (representing 19.99% of the fully diluted share capital of NASDAQ OMX) and placed approximately 17.7 million shares in trust for Borse Dubais economic benefit. In addition to the shares issued to Borse Dubai and the trust, we paid Borse Dubai approximately $2 billion in cash for the OMX shares.
On February 27, 2008, we also acquired a one-third interest in DIFX from Borse Dubai in exchange for $50.0 million (and a commitment to make future capital contributions of up to $25 million) and certain technology and trademark licenses. DIFX, which has been renamed NASDAQ Dubai, is a financial exchange serving the Middle East and other parts of the region between Western Europe and East Asia.
In connection with the consummation of the transactions described above, on February 27, 2008, we entered into a registration rights agreement with Borse Dubai and the trust and a stockholders agreement with Borse Dubai. The registration rights agreement provides Borse Dubai and the trust with certain registration rights for the shares of our common stock they hold. The stockholders agreement provides Borse Dubai with certain rights and obligates Borse Dubai to take (or refrain from taking) certain actions for so long as Borse Dubai is the holder of specified amounts of our common stock. Among other things, the stockholders agreement obligates us to nominate, and generally use best efforts to cause the election to the NASDAQ OMX board, of two individuals designated by Borse Dubai, subject to certain conditions. Soud Baalawy, who is the Vice Chairman of the board of Borse Dubai and the Chairman of the board of NASDAQ Dubai, and Essa Kazim, who is the Chairman of the board of Borse Dubai and a member of the board of NASDAQ Dubai, have been designated by Borse Dubai as its candidates with respect to the 2009 annual meeting.
Also on February 27, 2008, we entered into a stockholders agreement governing our ownership of one-third of NASDAQ Dubai. This agreement contains covenants and agreements customary for a minority investment of this nature, including the right to propose for nomination two directors for election to NASDAQ Dubais board of directors as long as NASDAQ OMX maintains at least one-half of its initial ownership interest in NASDAQ Dubai. Robert Greifeld, our Chief Executive Officer, currently serves as the Vice Chairman of NASDAQ Dubais board of directors, and Adena Friedman, our Executive Vice PresidentCorporate Strategy and Global Data Products, currently serves as a member of NASDAQ Dubais board of directors. We also entered into a trademark license agreement and a technology license and marketing agreement with NASDAQ Dubai governing, among other matters, NASDAQ Dubais ability to use certain of our marks and technology.