NASDAQ OMX Group (NDAQ)

The OMX acquisition

We have entered into an agreement with Borse Dubai whereby, following the completion of Borse Dubai’s pending offer to acquire OMX (the “Borse Dubai Offer”), Borse Dubai will sell the OMX shares acquired in the Borse Dubai Offer or otherwise owned by Borse Dubai to us in exchange for (i) up to SEK 12.6 billion in cash ($2.0 billion as of February 15, 2008), which amount will be decreased by SEK 265 for every OMX share not acquired by Borse Dubai in connection with the Borse Dubai Offer, and (ii) approximately 60.6 million shares of our common stock. The Borse Dubai Offer was opened for acceptances effective January 8, 2008 and will remain open for 20 business days plus an extension to allow supplemental financial data for Borse Dubai to be registered with the Swedish Financial Supervisory Authority (the “SFSA”) and distributed to OMX shareholders. Borse Dubai currently owns 29.1% of OMX’s 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 certain OMX shareholders, for a total of 48.3%. Under the irrevocable undertakings, such OMX shareholders have agreed to, among other things, tender their shares in and support the Borse Dubai Offer, as long as there is not a competing offer equal to or for more than SEK 303 per OMX share outstanding. The minimum condition for Borse Dubai’s obligations under the Borse Dubai Offer is that 50% plus one of the outstanding OMX shares have been tendered in the Borse Dubai Offer or are otherwise owned by Borse Dubai or any of its subsidiaries or are subject to the Borse Dubai option agreements. However, we are permitted to terminate our agreements with Borse Dubai if less than 67% of the outstanding OMX shares are tendered into the Borse Dubai Offer and delivered to us by Borse Dubai. 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 options, 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. We have agreed to apply for a secondary listing on the OMX Nordic Exchange following the closing of the OMX acquisition.

As of February 15, 2008, the total consideration proposed to be paid by us pursuant to the OMX acquisition was equivalent to $4.5 billion, or SEK 28.5 billion, based on Nasdaq’s closing stock price and the SEK/USD exchange rate as of such date. At the close of the OMX acquisition, Borse Dubai will directly hold approximately 42.7 million shares of our common stock (representing 19.99% of our fully diluted outstanding share capital) and the balance of the 60.6 million shares (approximately 18.0 million shares representing approximately 8.45% of our fully diluted share capital) will be held in a trust (the “Trust”) for Borse Dubai’s economic benefit until disposed of by the Trust. As required by our certificate of incorporation, Borse Dubai’s voting rights with respect to the 60.6 million shares will be limited to a maximum of 5% of our fully diluted outstanding share capital. For as long as the Trust continues to hold any shares of Nasdaq common stock, Borse Dubai has agreed to use its reasonable best efforts to cause the Trust to dispose of its Nasdaq common stock. However, Borse Dubai has no obligation to cause the Trust to dispose of any shares of Nasdaq common stock if the net amount that the Trust would receive from any sale of such shares is less than $49.20 per share, the agreed-upon floor price, which is equal to the implied price per share of Nasdaq common stock paid by Borse Dubai in the OMX acquisition. This implied share price is subject to adjustment based upon the SEK/USD exchange rate at the closing of the Transactions relating to the OMX acquisition, and upward adjustment based upon certain reasonable expenses of the Trust and a 6% cost of capital, and downward adjustment for any distributions made by Nasdaq.

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Following the closing of the OMX acquisition, our Chief Executive Officer (currently Robert Greifeld) will serve as Chief Executive Officer of The NASDAQ OMX Group, Inc., and OMX’s Chief Executive Officer (currently Magnus Böcker) will serve as President. The NASDAQ OMX Group, Inc.’s Board of Directors will consist of 16 directors, comprised of (i) nine individuals from (or nominated by) Nasdaq’s Board of Directors as of immediately prior to the completion of the Transactions, (ii) Nasdaq’s Chief Executive Officer, (iii) four individuals from (or proposed for nomination by) OMX’s Board of Directors as of immediately prior to the completion of the Transactions and (iv) two individuals proposed for nomination by Borse Dubai.