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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

The Nasdaq Stock Market, Inc.

(Name of Issuer)

 

Common Stock (par value $0.01 per share)

(Title of Class of Securities)

 

63110318

(CUSIP Number)

 

Magnus Billing, Esq.

OMX AB

Tullvaktsvägen 15

105 78 Stockholm, Sweden

(46) 8-405-60-00

 

 

Copies to:

Christopher E. Austin, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 


 

 

 

CUSIP No. 63110318

13D

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

OMX AB

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF SHARES

7

SOLE VOTING POWER

0

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

14,834,919

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

0

WITH

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


14,834,919

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


10.3%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

2

 

 

 


 

 

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on June 4, 2007 (the “Schedule 13D”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Nasdaq Stock Market, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Liberty Plaza, New York, NY 10006. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

The responses to Item 4 (Purpose of Transaction) and Item 7 (Material to be filed as Exhibits) are hereby amended as follows.

Item 4.

Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding to the end of Item 4 the following:

On August 17, 2007, Borse Dubai Limited (“Borse Dubai”) announced an unsolicited public offer for OMX. Subsequently, the board of directors of OMX announced that it would consider the Borse Dubai offer as compared to the Issuer’s offer. On August 29, 2007, OMX issued a press release announcing that the board of directors of OMX had sent a letter to Borse Dubai which includes a list of questions that will help the board to properly assess the Borse Dubai offer.

 

A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Item 7.

Material to be filed as Exhibits.

The response set forth in Item 7 of the Schedule 13D is hereby amended by adding to the end of Item 7 the following:

99.5

Press release dated August 29, 2007.

 

 

 

 

3

 

 

 


 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 29, 2007

OMX AB

 

By:

     /s/  Magnus Billing         

 

 

Name: Magnus Billing

 

 

Title:   General Counsel

 

 

 

 

4

 

 

 

~5268822

 

Press release, August 29, 2007

Board of OMX sends Letter to Borse Dubai

On 25th May 2007, OMX and NASDAQ publicly announced a proposed merger, supported by recommendations from both Boards and irrevocables from key shareholders and management of both OMX and NASDAQ.

Recently, Borse Dubai Limited (“Borse Dubai”) announced an unsolicited public offer for OMX. Subsequently, the Board of OMX announced that it would consider the Borse Dubai offer compared to the NASDAQ offer and update shareholders in due course.

The Board of OMX has today sent a letter to Borse Dubai which includes a list of questions which will help the Board properly assess the Borse Dubai offer. The Board of OMX looks forward to receiving Borse Dubai’s responses.

For more information please contact:
Jonas Rodny, OMX
 +46 8 405 72 67

About OMX | OMX is a leading expert in the exchange industry. The common offering from OMX Nordic Exchange in Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga and Vilnius, comprises over 800 companies including its alternative market First North. OMX provides technology to over 60 exchanges, clearing organizations and central securities depositories in over 50 countries. OMX is a Nordic Large Cap company in the Financials sector on the OMX Nordic Exchange. For more information, please visit www.omxgroup.com.

This information is disclosed according to applicable law and exchange rules.

Cautionary Note Regarding Forward-Looking Statements

Information set forth herein contains forward-looking statements, which involve a number of risks and uncertainties. OMX cautions 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 NASDAQ’s 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, the unsolicited public offer from Borse Dubai 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. OMX undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

OMX AB (publ). SE-105 78 Stockholm. SWEDEN. Tel. +46 8 405 60 00. Fax +46 8 405 60 01. Visiting Address: Tullvaktsvägen 15 Reg. No. 556243-8001. www.omxgroup.com

E F F I C I E N T   S E C U R I T I E S   T R A N S A C T I O N S


Notice to OMX Shareholders

While NASDAQ’s 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 NASDAQ’s offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. In particular, NASDAQ’s 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 NASDAQ’s offer is not made in any such jurisdiction.

Additional Information About this Transaction

In connection with the proposed business combination transaction, NASDAQ filed on August 7, 2007 with the SEC a Registration Statement on Form S-4 that includes a proxy statement of NASDAQ and also constitutes a prospectus of NASDAQ. Investors and security holders are urged to read the proxy statement/prospectus and any amendments and other applicable documents regarding the proposed business combination transaction because they 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.

 

 

 

 

 

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