Final acceptance level and settlement of Borse Dubai Limited’s public offer for OMX AB (publ)
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.
5 March 2008 - During the extended acceptance period of the public offer by Borse Dubai Limited (“Borse Dubai”) to the shareholders in OMX AB (publ) (“OMX”) (the “Offer”) which ended 11.00 a.m. New York time (5.00 p.m. Swedish time) on 29 February 2008, the Offer was accepted by shareholders holding 1,482,325 shares in OMX, representing approximately 1.2 per cent of the total number of shares and votes in OMX. It is anticipated that settlement will occur and proceeds will be remitted to shareholders who accepted the Offer during the extended acceptance period on or about 7 March 2008 in relation to Icelandic shareholders and on or about 13 March 2008 in relation to Finnish, Danish and Swedish shareholders, as previously announced.
During the initial acceptance period, the Offer was accepted by shareholders holding 82,721,185 shares in OMX, representing approximately 68.6 per cent of the total number of shares and votes in OMX. Prior to the Offer, Borse Dubai acquired 5,880,130 shares in OMX, representing approximately 4.9 per cent of the total number of shares and votes in OMX. In addition, 29,057,187 shares in OMX, representing approximately 24.1 per cent of the total number of shares and votes in OMX, have been purchased through exercise of options by a wholly-owned subsidiary of Borse Dubai. Following settlement of shares in OMX tendered during the extended acceptance period and settlement of outstanding options, Borse Dubai is expected to have acquired in aggregate 119,255,381 shares in OMX, representing approximately 98.9 per cent of the total number of shares and votes in OMX.
On 27 February 2008, Borse Dubai sold 117,227,931 shares in OMX, representing approximately 97.2 percent of the total number of shares and votes in OMX, to The Nasdaq Group, Inc. (formerly The Nasdaq Stock Market, Inc.) (“Nasdaq”). Following completion of settlement of shares in OMX tendered during the extended acceptance period, Borse Dubai is expected to sell to Nasdaq the OMX shares acquired during the extended acceptance period and any OMX shares delivered under the options which have not already been transferred to Nasdaq.
Notice from Borse Dubai
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.
The 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 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.
The 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 the 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.
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