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.
Offer Document regarding Borse Dubai’s Offer for OMX
4 January 2008 – Borse Dubai Limited’s (“Borse Dubai”) offer document relating to Borse Dubai’s public all cash offer to the shareholders of OMX AB (publ) (“OMX”) to tender all shares in OMX at a price of SEK 265 in cash for each share (the “Borse Dubai Offer”), has today been approved by the Swedish Financial Supervisory Authority and recognised by the Icelandic Financial Supervisory Authority and the Finnish Financial Supervisory Authority respectively.
Completion of the Borse Dubai Offer is conditional upon the Borse Dubai Offer being accepted to the extent that Borse Dubai upon or shortly after completion of the Borse Dubai Offer becomes the owner (directly or indirectly) of OMX shares representing more than 50 percent of the OMX shares. The combination of Borse Dubai’s direct holding in OMX, the exercise and physical settlement of options relating to OMX shares and the completion of the irrevocable undertakings entered into by certain selling shareholders will result in Borse Dubai upon or shortly after completion of the Borse Dubai Offer becoming the owner (directly or indirectly) of approximately 58.3 million OMX shares, representing approximately 48.3 percent of OMX’s issued share capital and votes, without taking into account any additional OMX shares that may be tendered in the Borse Dubai Offer.
The offer document is available on www.borsedubai.com, www.avanza.se, www.evli.com or www.hfv.is. The offer document can also be obtained free of charge in printed version from Borse Dubai, Avanza Bank AB, Evli Bank Plc and H.F. Verðbréf hf. at the following addresses: Borse Dubai, Level 7, Precinct Building 5, Gate District, P.O. Box 506690, DIFC, Dubai, UAE; Avanza Bank AB, Klarabergsgatan 60, P.O. Box 1399, SE-111 93 Stockholm, Sweden; Evli Bank Plc, Aleksanterinkatu 19 A, P.O. Box 1081, FIN-00101 Helsinki, Finland; or H.F. Verðbréf hf., Skólavörðustíg 11, IS-101 Reykjavík, Iceland. Shareholders of OMX who are registered in their own names with the Swedish, Danish or Icelandic Securities Depository, respectively, or in the Finnish book-entry securities system, will receive the offer document by regular mail.
The acceptance period for the Borse Dubai Offer will commence on 8 January 2008 and end on 5 February 2008, at 11.59 p.m. New York time. Settlement is expected to begin on or around 12 February 2008 in Iceland and on or around 15 February 2008 in Sweden, Finland and Denmark, subject to the satisfaction or waiver of the conditions for completion of the Borse Dubai Offer. Borse Dubai reserves the right to extend the acceptance period, as well as to postpone the settlement date.
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 Borse Dubai 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. This press release is distributed in the United States by Levick Strategic Communications on behalf of Borse Dubai
The Borse Dubai 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 Borse Dubai 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
Christopher Harvin
+1 202 230 2406
charvin@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.
Top
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.
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.
Top
|