This press release is not and must not, directly or indirectly, be distributed or made public in Canada. The Offer by Borse Dubai referred to in this press release has not been and is not being made to persons in those jurisdictions where their participation requires further offer documents, filings or other measures in addition to those required by Swedish law, except under applicable exemption.
BORSE DUBAI OBTAINS CLEARANCE FROM THE COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES
PLANS FOR PROPOSED ACQUISITION OF OMX AB AND THE FOLLOW ON SALE OF OMX AB TO Nasdaq ON TRACK
31 December 2007 - Borse Dubai Limited (“Borse Dubai”) today announced that clearance had been obtained from The Committee on Foreign Investment (CFIUS) in the United States concerning Borse Dubai’s investment in The Nasdaq Stock Market, Inc. (”Nasdaq”), which will allow Borse Dubai to proceed with its investment in Nasdaq.
As all the conditions under the agreement between Borse Dubai and Nasdaq for opening of Borse Dubai’s offer (the “Borse Dubai Offer”) to all OMX AB (publ) (“OMX”) shareholders for acceptances have now been satisfied or waived, Borse Dubai intends shortly to file the offer document relating to the Borse Dubai Offer with relevant regulatory authorities for approval, registration and recognition, as applicable, and expects that its offer will open for acceptances on or around 7 January 2008. A further announcement will be made at that time.
As previously announced, completion of the Borse Dubai Offer is, amongst other things, conditional upon all necessary approvals from public authorities or other regulatory bodies having been obtained. Borse Dubai and Nasdaq are currently investigating whether OMX's recent acquisitions in Norway and Armenia require additional regulatory approvals to complete the Borse Dubai Offer. These matters will not delay the opening of the offer.
Following completion of the Borse Dubai Offer, provided Borse Dubai owns in total at least 67% of the shares of OMX and the other conditions for closing the transaction under the agreement with Nasdaq have been satisfied or waived, Borse Dubai will sell all OMX shares it owns to Nasdaq for consideration comprised of newly issued shares in Nasdaq and cash, as previously announced. At the same time, Nasdaq will make an investment in Dubai International Financial Exchange and enter into certain technology and trademark licences with Borse Dubai and its subsidiary, Dubai International Financial Exchange Limited, also as previously announced.
IMPORTANT NOTICES
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law or regulation and therefore persons in such jurisdictions into which this announcement is released, published or distributed must inform themselves about and observe such restrictions.
Borse Dubai’s offer has not been and is not being made and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Borse Dubai offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law, except under applicable exemption.
Borse Dubai’s offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) in or into Canada and Borse Dubai’s offer will not be capable of acceptance by any such use, means, instrumentality or facility of, or from within Canada unless an exemption from the applicable securities laws and regulations of any relevant provinces of Canada is available. Any persons receiving this press release should observe these restrictions and should not mail or otherwise distribute, forward or transmit it in, into or from Canada.
In accordance with normal Swedish market practice, Borse Dubai and its affiliates and subsidiaries and any adviser, broker or other person acting as the agent of or on behalf of Borse Dubai reserve the right to make certain purchases of, or arrangements (whether involving option agreements or otherwise) to purchase, directly or indirectly, OMX ordinary shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OMX ordinary shares, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such future purchases will be made in compliance with applicable laws, rules and regulations. Any information about such purchases will be disclosed to the extent required by law, or any applicable rules or regulations.
CONTACTS
Borse Dubai
Comir AB
Johan Hähnel
+46 70 605 6334
Johan.hahnel@comir.se
Levick Strategic Communications
Michael Robinson
+1 202 973 1340
+1 202 321 4168
mrobinson@levick.com
HSBC Bank plc is acting as financial adviser to Borse Dubai and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Borse Dubai for providing the protections afforded to clients of HSBC Bank plc or for providing advice in relation to the matters contained in this announcement.
ABG Sundal Collier is acting as financial adviser to Borse Dubai and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Borse Dubai for providing the protections afforded to clients of ABG Sundal Collier or for providing advice in relation to the matters contained in this announcement.
This press release is distributed in the United States by Levick Strategic Communications, LLC on behalf of Borse Dubai.
Borse Dubai Limited was incorporated on 7 August 2007 in the Dubai International Financial Centre (“DIFC”) and is registered with the DIFC Registrar of Companies with registered number 0447. Borse Dubai Limited is 60 per cent. owned by the Investment Corporation of Dubai, 20 per cent by Dubai Group LLC (a member of the Dubai Holding Group) and 20 per cent by DIFC Investments LLC. Borse Dubai’s sole business purpose is to act as a holding company for investments in stock exchanges, including the Dubai Financial Market and the Dubai International Financial Exchange. Where the context requires or permits, references in this document to Borse Dubai include its current and prospective subsidiaries other than OMX.
BD Stockholm AB is a wholly-owned Swedish subsidiary of Borse Dubai. BD Stockholm AB is a limited liability Swedish company with corporate registration number 556732-9940. The company was established on 22 May 2007 under the name Goldcup D 3097 AB and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 2 July 2007. BD Stockholm AB has never conducted and at present does not conduct any business and its sole purpose is to make the Offer and take all actions to finance and complete the Offer and operate as a parent company of OMX.
Nasdaq is the largest U.S. electronic stock market. With approximately 3,200 companies, it lists more companies and, on average, its systems trade more shares per day than any other U.S. market. Nasdaq is home to companies that are leaders across all areas of business, including technology, retail, communications, financial services, transportation, media and biotechnology. Nasdaq is the primary market for trading Nasdaq-listed stocks. For more information about Nasdaq, visit the Nasdaq Web site at www.Nasdaq.com or the Nasdaq Newsroom at www.Nasdaq.com/newsroom/.
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