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 Limited completes its offer for OMX AB (publ) and extends the acceptance period
15 February 2008 – The public offer by Borse Dubai Limited (“Borse Dubai”) to the shareholders in OMX AB (publ) (“OMX”) (the “Offer”) has been 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, prior to the Offer, a wholly-owned subsidiary of Borse Dubai entered into options to purchase 29,171,741 shares in OMX, representing approximately 24.2 per cent of the total number of shares and votes in OMX. The options will be exercised on the first business day following the first day of settlement under the Offer. Following settlement of the options, Borse Dubai is expected to hold in aggregate 117,773,056 shares in OMX, representing approximately 97.6 per cent of the total number of shares and votes in OMX.
The conditions for the Offer set out by Borse Dubai have been satisfied and Borse Dubai completes the Offer. It is anticipated that settlement will occur and proceeds be remitted to shareholders who accepted the Offer prior to 11.59 p.m. New York time on 12 February 2008 (5.59 a.m. Swedish time on 13 February 2008), on or about 19 February 2008 in relation to Icelandic shareholders and on or about 22 February 2008 in relation to Finnish, Danish and Swedish shareholders, as set out in Borse Dubai’s offer document and the supplement to the offer document.
To make it possible for the shareholders who have not yet accepted the Offer to tender their shares in OMX, Borse Dubai is extending the acceptance period of the Offer until 11.00 a.m. New York time (5.00 p.m. Swedish time) on 29 February 2008. It is anticipated that settlement will occur and proceeds be remitted to shareholders who accept 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 soon as possible following settlement of the shares tendered up to date in the Offer and the exercise and settlement of the options, Borse Dubai expects to complete the transactions with The Nasdaq Stock Market, Inc. (“Nasdaq”) announced on 20 September 2007, provided the remaining terms and conditions for such transaction are satisfied or waived at such time. On completion of the transactions with Nasdaq, Borse Dubai will sell all shares in OMX held by it at such time to Nasdaq in consideration for Nasdaq shares and cash, and Nasdaq will complete its investment in Dubai International Financial Exchange.
“We are very pleased to be the first global exchange to bridge the U.S, Europe and the Middle East and to further develop and link mature and emerging markets through our new combination. Borse Dubai will be the catalyst for regional market development, bridging east and west, and bringing liquidity and development of the region’s financial skill base and capabilities," said Essa Kazim, Chairman of Borse Dubai.
“We are very pleased that many high ranking and knowledgeable investors choose to support our strategy. We want to build a world class, growth oriented exchange in Dubai and other emerging markets including the Middle East, North Africa and South East Asia. The Borse Dubai/Nasdaq/OMX Group will become the largest global network of exchanges and exchange customers linked by technology in the world,” said Soud Ba’alawy, Vice Chairman of Borse Dubai.
Borse Dubai’s offer document and supplement to the offer document are available on www.borsedubai.com, www.avanza.se, www.evli.com or www.hfv.is. The offer document and the supplement can also be obtained free of charge in printed versions 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.
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 CL0447. 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.
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