This excerpt taken from the NDAQ 10-K filed Feb 25, 2008.
Combination with OMX AB and Transactions with Borse Dubai. On September 20, 2007, Nasdaq, Borse Dubai and OMX entered into definitive documents related to various transactions, or collectively, the Transactions. Pursuant to the Transactions, Borse Dubai conducted an offer for all of the outstanding shares of OMX. Borse Dubais initial offer expired on February 12, 2008 and it announced that 97.6% of the outstanding shares of OMX have been tendered. Under the terms of the agreement, Borse Dubai has agreed to sell the OMX
shares acquired in the offer or otherwise owned by Borse Dubai or its subsidiaries to us in exchange 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 60.6 million shares of Nasdaq common stock. At the close of the Transactions, Borse Dubai will directly hold approximately 42.7 million shares of Nasdaq common stock (representing 19.99% of our fully diluted outstanding share capital) and approximately 18.0 million shares will be held in a trust, or the Trust, for Borse Dubais economic benefit until disposed of by the Trust.
In addition, as part of the Transactions, we, Borse Dubai and the Dubai International Financial Exchange, or DIFX, have 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 combination with OMX.
We expect the Transactions and the DIFX investment to close by the end of February 2008.
Proposed Acquisitions of the Boston Stock Exchange and the Philadelphia Stock Exchange. On October 1, 2007, we entered into a definitive agreement to acquire the Boston Stock Exchange, or BSX, for $61.0 million in cash. The BSX acquisition will provide us with an additional license for trading both equities and options and a clearing license. After the close of the BSX acquisition, we expect that BSXs current operations will be discontinued and will not be integrated into our current operations. We expect the acquisition of BSX to close in the first half of 2008.
On November 7, 2007, we entered into a definitive agreement to acquire the Philadelphia Stock Exchange, or PHLX, for $652.0 million in cash, subject to customary closing conditions and regulatory approvals. The acquisition of PHLX, the third largest options market in the U.S., will significantly diversify our product portfolio by providing us with a premier options trading platform in the U.S. We expect the acquisition of PHLX to close in the first half of 2008.
Sale of LSE Investment. In 2006, we, through our wholly-owned subsidiary Nightingale Acquisition Limited, or NAL, acquired an investment in the London Stock Exchange Group plc, or the LSE, at that time totaling approximately 28.8% of the issued ordinary share capital of the LSE. On September 25, 2007, we sold 28.0% of LSEs share capital to Borse Dubai for approximately $1.6 billion in cash. On September 26, 2007, through open market transactions, we sold the remaining substantial balance of our holdings in the LSE for $193.5 million in cash. We used approximately $1.1 billion of the approximately $1.8 billion in total proceeds from the sale of the LSE shares to repay in full and terminate our then-outstanding credit facilities.
This excerpt taken from the NDAQ 8-K filed Dec 11, 2006.
On November 20, 2006, we announced the terms of offers to acquire all of the outstanding equity interests (other than shares currently owned by us) of London Stock Exchange Group plc, or LSE, and we requested a meeting with LSEs chairman. The terms included an offer to acquire all of the outstanding ordinary shares of LSE for £12.43 per share and all of the outstanding B shares of LSE for £2.00 per share (plus an amount equal to accrued dividends). Later that same day, LSE announced that its board was rejecting our offers and our request for a meeting. Notwithstanding this rejection by LSEs board, we intend to make the offers directly to LSEs shareholders. We intend to finance the acquisition by borrowing up to $5.1 billion (a portion of which would be used to repay our existing senior secured indebtedness in full) and issuing $775.0 million of preferred stock. For a discussion of risks associated with the proposed LSE acquisition, including risks associated with the required level of financing, the impact on our stock price and demands on management, see Risk Factors.