NASDAQ OMX Group (NDAQ)

Combination with OMX and Transaction with Borse Dubai

On September 20, 2007, we and Borse Dubai entered into a transaction agreement which set forth the general terms and conditions of the transactions involving OMX. Pursuant to the agreement, Borse Dubai is conducting an offer to acquire all of the outstanding shares of OMX and, once complete, will sell the OMX shares acquired in the offer or otherwise owned by Borse Dubai or its subsidiaries to us for up to SEK 12.6 billion in cash (which amount will be decreased by SEK 265 for every OMX share not acquired by Borse Dubai) and 60,561,515 shares of Nasdaq common stock.

In addition, on September 20, 2007, we, Borse Dubai and DIFX entered into an agreement, which provides that in exchange for $50 million in cash to DIFX and the entry into certain technology and trademark licensing agreements, we will acquire 33 1/3% of the equity of DIFX. We will also be responsible for 50% of any additional capital contribution calls made by DIFX, subject to a maximum aggregate additional commitment by Nasdaq of up to $25 million. Closing of this transaction is conditioned upon the concurrent closing of the Transactions.

We intend to close the above transactions by the end of February 2008.

In connection with our proposed combination with OMX, we plan to issue $425 million aggregate principal amount of convertible senior notes (and up to an additional $50 million aggregate principal amount based on potential exercise by the initial purchasers of an overallotment option) and to incur up to $2.075 billion in senior secured indebtedness under new credit facilities. For a description of the convertible senior notes and the new credit facilities, see Note 9, “Debt Obligations—Financing the Proposed Business Combination with OMX.”

Combination with OMX and Transaction with Borse Dubai

On September 20, 2007, we and Borse Dubai entered into a transaction agreement which set forth the general terms and conditions of the
transactions involving OMX. Pursuant to the agreement, Borse Dubai is conducting an offer to acquire all of the outstanding shares of OMX and, once complete, will sell the OMX shares acquired in the offer or otherwise owned by Borse Dubai or its
subsidiaries to us for up to SEK 12.6 billion in cash (which amount will be decreased by SEK 265 for every OMX share not acquired by Borse Dubai) and 60,561,515 shares of Nasdaq common stock.