Final Cash Offers by Nightingale Acquisition Limited (a Wholly Owned Subsidiary of the Nasdaq Stock Market, Inc.) for the Entire Issued and to be Issued Share Capital of London Stock Exchange Group plc

Dec 12, 2006

Final Cash Offers by Nightingale Acquisition Limited (a Wholly Owned Subsidiary of the Nasdaq Stock Market, Inc.) for the Entire Issued and to be Issued Share Capital of London Stock Exchange Group plc 14.2 KB

NEW YORK, Dec 11, 2006 (PrimeNewswire via COMTEX News Network) -- The Board of The Nasdaq Stock Market, Inc. ("NASDAQ") is pleased to announce that the Offer Document and the Forms of Acceptance containing the Final Offers (see Note) by Nightingale Acquisition Limited ("NAL") for the entire issued and to be issued share capital of London Stock Exchange Group plc ("LSE") announced on 20 November 2006, will be posted today to LSE Shareholders (other than certain Overseas Shareholders).

To accept the Final Offers in respect of LSE Shares held in certificated form (that is, not through CREST), holders should complete, sign and return the relevant Form(s) of Acceptance in accordance with the instructions thereon and the instructions in the Offer Document as soon as possible and, in any event, so as to be received no later than 3.00p.m. London time on 11 January 2007.

To accept the Final Offers in respect of LSE Shares held in uncertificated form (that is, through CREST), holders should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible and, in any event, by no later than 3.00p.m. London time on 11 January 2007.

Copies of the Offer Document and Forms of Acceptance are available for collection (during normal business hours only) from Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom and Greenhill & Co. International LLP at Lansdowne House, 57 Berkeley Square, London W1J 6ER, United Kingdom and are also available for inspection (during normal business hours only) from Allen & Overy LLP, One Bishops Square, London E1 6AO, United Kingdom. The Offer Document will also be made available on www.nasdaq.com.

Note: The Final Offers will not be revised except that NAL reserves the right to revise the Final Offers: (i) upon a recommendation of the LSE Board; or (ii) if a firm intention to make a competing offer for LSE is announced, whether or not subject to any preconditions (a "competitive situation").

Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 12 December 2006.


 ENQUIRIES

 The Nasdaq Stock Market, Inc.          Tel:   +1 (212) 401 8714
 Bethany Sherman                               +1 (917) 836 1724

 Greenhill & Co. International LLP      Tel: +44 (0)20 7198 7400
 (lead financial adviser to NASDAQ
  and NAL)
 Simon Borrows
 Richard Hoyle

 Dresdner Kleinwort Securities Limited  Tel: +44 (0)20 7623 8000
 (broker to NASDAQ and NAL)
 Angus Kerr
 Alex Reynolds

 Gavin Anderson & Company               Tel: +44 (0)20 7554 1403
 (PR adviser to NASDAQ and NAL)                           / 1405
 Richard Constant

Greenhill & Co. International LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for NASDAQ and NAL and for no-one else in connection with the Final Offers and will not be responsible to anyone other than NASDAQ and NAL for providing the protections afforded to clients of Greenhill & Co. International LLP or for giving advice in relation to the Final Offers.

Dresdner Kleinwort Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for NASDAQ and NAL and for no-one else in connection with the Final Offers and will not be responsible to anyone other than NASDAQ and NAL for providing the protections afforded to clients of Dresdner Kleinwort Securities Limited or for giving advice in relation to the Final Offers.

This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Final Offers or otherwise. The Final Offers are being made solely by the Offer Document and the Forms of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Final Offers, including details of how the Final Offers may be accepted.

Unless otherwise determined by NAL, the Final Offers are not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, Australia or Canada or any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Australia or Canada or any such jurisdiction. Accordingly copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia or Canada or any such jurisdiction, and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdiction as doing so may invalidate any purported acceptance of the Final Offers. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and/or the Offer Document and/or any related document to any jurisdiction outside the United Kingdom and the United States should inform himself of, and observe, any applicable legal or regulatory requirements of that jurisdiction.

The NAL Directors and the NASDAQ Directors accept responsibility for the information contained in this announcement, save that the only responsibility accepted by them in respect of information in this announcement relating to LSE, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the NAL Directors and the NASDAQ Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

This news release was distributed by PrimeNewswire, www.primenewswire.com

SOURCE: Nasdaq International

The Nasdaq Stock Market, Inc.
          Bethany Sherman
          (212) 401 8714
          (917) 836 1724

          Greenhill & Co. International LLP 
          (lead financial adviser to NASDAQ and NAL)
          Simon Borrows
          Richard Hoyle
          +44 (0)20 7198 7400

          Dresdner Kleinwort Securities Limited 
          (broker to NASDAQ and NAL)
          Angus Kerr
          Alex Reynolds
          +44 (0)20 7623 8000

          Gavin Anderson & Company 
          (PR adviser to NASDAQ and NAL)
          Richard Constant
          +44 (0)20 7554 1403
          +44 (0)20 7554 1405

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News Release Details

Final Cash Offers by Nightingale Acquisition Limited (a Wholly Owned Subsidiary of the Nasdaq Stock Market, Inc.) for the Entire Issued and to be Issued Share Capital of London Stock Exchange Group plc