UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2007
THE NASDAQ STOCK MARKET, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-32651 | 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
One Liberty Plaza, New York, New York 10006
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 401-8700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item | 8.01. Other Information. |
On August 17, 2007, The Nasdaq Stock Market, Inc. (“NASDAQ”) issued a press release containing a statement regarding its offer for OMX AB. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. OMX and NASDAQ caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the Offer, the proposed business combination transaction involving NASDAQ and OMX, including estimated revenue and cost synergies, the Combined Group’s plans, objectives, expectations and intentions and other statements that are not historical facts. Additional risks and factors are identified in NASDAQ’s filings with the U.S. Securities Exchange Commission (the “SEC”), including its Report on Form 10-K for the fiscal year ending December 31, 2006 which is available on NASDAQ’s website at http://www.nasdaq.com and the SEC’s website at SEC’s website at www.sec.gov. and in OMX’s filings with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) including its annual report for 2006, which is available on OMX’s website at http://www.omxgroup.com. The parties undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Notice to OMX shareholders
While the Offer is being made to all holders of OMX shares, this document does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities of OMX or an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities of Nasdaq in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. In particular, the Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan or South Africa. While NASDAQ reserves the right to make the Offer in or into the United Kingdom or any other jurisdiction pursuant to applicable exceptions or following appropriate filings and prospectus or equivalent document publication by NASDAQ in such jurisdictions, pending such filings or publications and in the absence of any such exception the Offer is not made in any such jurisdiction.
Additional Information About this Transaction
On August 7, 2007, NASDAQ filed with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of NASDAQ that also constitutes a prospectus of NASDAQ. Investors and security holders are urged to read the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus when it becomes available, as well as other applicable documents regarding the proposed business combination transaction, because those documents contain, or will contain, important information. You may obtain a free copy of those documents and other related documents filed by NASDAQ with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus and the other documents may also be obtained for free by accessing NASDAQ’s website at http://www.nasdaq.com and OMX’s website at http://www.omxgroup.com.
NASDAQ and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NASDAQ stockholders in respect of the transactions described in this communication. You can find information about NASDAQ’s executive officers and directors in NASDAQ’s definitive proxy statement filed with the SEC on April 20, 2007. You can obtain free copies of these documents and of the proxy statement prospectus from NASDAQ by
accessing NASDAQ’s website at http://www.nasdaq.com. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
| Item | 9.01. Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release dated August 17, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 17, 2007 | THE NASDAQ STOCK MARKET, INC. | |||
| By: | /s/ Edward S. Knight | |||
| Edward S. Knight Executive Vice President and General Counsel | ||||
Exhibit 99.1
NASDAQ Urges OMX Shareholders to Support Superior NASDAQ Offer
Commitment to Strengthen Nordic Region as Emerging Financial Center
Joint Management Approach Will Bring Best Talent From Both
Organizations to Enhance Shareholder Value
NEW YORK, Aug. 17, 2007 — The Nasdaq Stock Market, Inc notes the offer by Bourse Dubai to acquire all of the outstanding stock of OMX AB. NASDAQ remains fully committed to its recommended offer for OMX, which the OMX Board of Directors unanimously recommended OMX shareholders to accept in a joint press release issued on May 25, 2007. Compared to the inferior Bourse Dubai offer, NASDAQ’s offer provides superior long-term value, will strengthen the Nordic region as a financial center by providing enhanced opportunities for economic growth throughout the region, and delivers significant benefits for customers and stakeholders of OMX. NASDAQ urges OMX shareholders and stakeholders to support the NASDAQ offer.
According to Bob Greifeld, president and chief executive officer of NASDAQ, ``We remain convinced that our offer to merge with OMX is in the best short- and long-term interests of all OMX shareholders. As the global leader in the exchange industry, we have more than 36 years of experience in generating value for our listed companies and the trading community, with a proven track record of delivering value to our shareholders. This transaction brings together the best of both organizations under a common vision. We are excited to welcome Magnus Bocker and his team into a combined company that has the best technology, most liquid trading platforms, over 4,000 listed companies and a record of successful integration. We believe this compares favorably with the Dubai exchange, with only 51 listed companies dominated by one issuer.”
Greifeld continued, ``We remain in close dialogue with the management team and Board of Directors at OMX and remain committed to structural flexibility and have the financial wherewithal to consider other approaches.”
Superior long-term value
As previously disclosed, the NASDAQ offer includes a substantial portion of NASDAQ shares, giving OMX shareholders a 28% stake in the combined company, NASDAQ OMX Group, and the opportunity to participate in the resulting long-term value creation opportunity. NASDAQ OMX Group will bring together two companies that share a relentless focus on continuous innovation and growth, a strategy that leverages world-class technology as a competitive strength and a commitment to increasing shareholder value. The new company combines two highly complementary businesses, uniting NASDAQ’s strong brand, highly efficient electronic trading platform and track record of customer-focused innovation with OMX’s global technology services platform and
customer base, efficient Nordic Exchange, and track record of successful cross-border exchange integrations. The combination will create:
| — | a premier exchange company |
| — | technology leader with a presence in 50 countries |
| — | increased visibility and access to global investment for issuers |
| — | enhanced opportunity to establish the Nordic region as a |
| financial center and trading and listing hub on the global stage |
As the world’s premier exchange and technology company, the NASDAQ OMX Group will have increased financial and managerial resources to drive organic growth and will be the partner of choice for future cooperation and consolidation opportunities in Europe, the Americas and Asia. Furthermore, the merged company will be able to realize total pre-tax annual synergies of at least $150 million. Consequently, NASDAQ is confident that the long-term financial and operational benefits to shareholders of a NASDAQ-OMX combination are significantly greater than Bourse Dubai’s offer.
Further enhancing Nordic capital markets
Capital markets are the engine of economic growth. To build on its success and economic development in the Nordic region, OMX should combine with a company that has the incentives, transparency, experience and expertise required to thrive in the evolving global financial marketplace. A NASDAQ-OMX combination will create additional business opportunities for the Nordic Exchange and increase the pools of capital to which the companies listed on the exchange have access. This will enhance the international profile of the companies listed on the exchange and increase liquidity and reduce volatility in the market. Furthermore, better access to capital and marketing opportunities will help increase the value of existing listed companies, attract new listings, and contribute to the Nordic region’s overall growth and the development of Stockholm as a financial center. The combination with NASDAQ will also lead to increased efficiencies, which will benefit all of the exchange’s members and its listed companies and enable OMX to be the leading and most efficient securities marketplace.
NASDAQ’s incentives are aligned to promote continued development of the Nordic and Baltic capital markets, and provide a platform for the combined organizations’ growth throughout Europe, while Bourse Dubai’s vision for OMX inevitably will focus primarily on promoting the economic interests of Dubai.
The NASDAQ OMX Group will be a fully transparent organization with publicly-filed financial statements operating under numerous checks and balances, including but not limited to an independent Board of Directors with substantial Nordic representation and clear duties, a broad shareholder base, and oversight from regulators at the local and holding company levels. In NASDAQ’s view, this is a superior model for establishing and maintaining an efficient and effective relationship with regulators, and complements
NASDAQ’s and OMX’s long history of cordial relations with expert regulators and compliance with sophisticated and legal regimes.
Contact:
NASDAQ
Bethany Sherman
(212) 401-8714
Maitland
Emma Burdett
+44 20 7379 5151
+44 7900 000 777
Halvarsson & Halvarsson
Thomas Backteman
+46 8 407 2266