Filed by The Nasdaq Stock Market, Inc.
pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended.
Subject Company: OMX AB
Nasdaq® Mx
The leading innovators in the exchange industry
to create the world’s premier exchange
and technology company
Stockholm May 25, 2007
Nasdaq® Mx
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
In connection with the proposed business combination transaction, OMX and NASDAQ expect that NASDAQ will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of NASDAQ that 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 if and when they become available because they will contain important information. You may obtain a free copy of those documents (if and when available) and other related documents filed by NASDAQ with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus (if and when it becomes available) 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 (when it becomes available) 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.
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Nasdaq® Mx
The leading innovators in the exchange industry are combining Nasdaq® Leading U.S. exchange
#1 in U.S. IPOs
Leading global brand
Most effective transaction venue available to market participants
Continuous cost structure improvement
The Nasdaq® Mx Group
Leading global securities exchange company for listing and trading
World leading provider of exchange technology
Heightened visibility for issuers with access to the global marketplace
Highly competitive derivatives market offering
Enhanced strategic opportunities
Significant synergy potential
Mx
OMX Nordic Exchange – Europe’s 5th largest equity exchange and 3rd largest equity derivatives exchange
World’s leading exchange technology provider
Track record of successful cross-border integration
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Nasdaq® Mx
Transaction highlights
Price
0.502 NASDAQ share + SEK 94.3 in cash for each OMX share
Offer price of SEK 208 per share of OMX group, valuing OMX at SEK 25.1B (US$3.7B) as of May 23rd closing price
19% premium to the closing day of May 23rd of SEK 174.5
25% premium to the 20 day volume weighted average price of SEK 165.9
Structure
Combination of OMX into NASDAQ via a tender offer process
NASDAQ’s existing U.S. HoldCo will become the parent of OMX’s current Sweden HoldCo and the entities it controls
Board composition: CEO, 9 NASDAQ representatives, and 5 OMX representatives
Support/Timing
Offer unanimously recommended by OMX and NASDAQ boards
Irrevocables from key OMX shareholders and voting commitments from key NASDAQ shareholders
Customary anti-trust, regulatory and shareholder approval
Closing expected in Q4 2007
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Nasdaq® Mx
Shared culture of putting customers first
Investors and members
Deeper and more liquid market
Common IT infrastructure
Continued improvement of trading environment
Issuers
Increased visibility
Direct access to the largest investor base
Expanded suite of products and services
Technology customers
Benefit from market insight gained from the Combined Group
Provide next generation of exchange technology to the world’s markets
Data providers and vendors
Richer content and improved, global distribution
Leverage product expertise to develop innovative products
Recognized most innovative exchange data provider
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Nasdaq Mx
Shared culture of leading edge technology
Trading systems
Post-trade systems
Information systems
Cash trading
Derivatives trading
Energy trading
Clearing
Settlement
Depository
Market data distribution
Global leader in electronic trading
Provider of the world’s fastest trading systems
Multi-asset capabilities including derivatives
The most reliable technology solutions across the transaction chain
| Value |
|
added services provide users with genuine competitive advantage 6 |
Nasdaq Mx
A combination creates an exchange company with
multi-asset, multi-service capabilities across the globe
Trading
Clearing
Listing
Information Services
Technology
Cash
Derivatives
Commodities
Derivatives
Commodities
OTC
Companies
Warrants, ETF’s
Funds
Bonds
Corporate Client services
Dissemination
Equities
Derivatives
License
Facility Management
Network
BPO
Nasdaq® Mx
World’s premier exchange company
#1 in global listing (3,982 listings)
#2 in market capitalization of listed companies ($5.5 trillion) (1)
#3 equity derivatives exchange in Europe
Premier global brands
Total Number of Listings of Major Exchanges (1,2)
3 982
3 868
3 245
3 447
2 413
1 702
1 180
755
NASDAQ OMX Group
TSX Group
NYSE/Euronext
London
Tokyo SE
Korea Exchange
Hong Kong Exchanges
Deutsche Boerse
Sources:
(1) NASDAQ/OMX from internal databases. As of 03/31/2007
(2) World Federation of Exchanges. As of 03/31/2007
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Nasdaq® Mx
Portfolio of issuers across all sectors
Industrials 13%
Financials 24%
Energy & Utilities 3%
Consumer 16%
Telecommunications & Information Technology 25%
Materials 3%
Health Care 16%
By number of companies. Consumer is consumer discretionary and consumer staples.
Source: NASDAQ and OMX Internal Databases. As of March 2007.
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Nasdaq® Mx
Issuers will be identified with an innovative, future focused brand with blue chip peers in all industry sectors
Consumer
Information Technology & Telecommunications
Pulp and Paper
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Nasdaq® Mx
Partners and customers in more than 50 countries
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Nasdaq® Mx
Proven integration capabilities
Reykjavik 2006
Prime Zone 2006
Computershare MT 2006
Shareholder.com 2006
Copenhagen 2005
Vilnius 2004
INET 2005
Tallinn 2003
Carpenter Moore 2005
Riga 2003
BRUT 2004
Nasdaq® Mx
Helsinki 2003
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Nasdaq® Mx
Approx. $150M in Net Revenue and Cost synergies
Revenue (1) Synergies
$50M
European sales of NASDAQ products
U.S. broker-dealers buy OMX data
New products including index data feeds
Information Services
Increased velocity on OMX’s platform
Increased derivatives volume
Capitalizing on regulatory change
Transaction Services
Dual listings
Access to U.S. private placement market via Portal
Higher share of growth in company listings
Cross-selling of Corporate Client Services
Issuer Services
Cost (1) Synergies
$100M
Operations &
Technology
Integrate systems and platforms
Merging US operations
Leverage Genium platform
Consolidate real estate
Rationalization of overlapping functions and services
Non-Technology
| (1) |
|
One-off pre-tax costs to achieve synergies are expected to be $150M over 2 years |
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Nasdaq® Mx
Transaction Milestones
Prepare and file S-4 with SEC
Prepare and file offer document with Swedish FSA
Swedish offer document distributed and offer period commences
NASDAQ shareholder approval for combination
Obtain regulatory and other approvals
Closing of tender offer following satisfaction of tender offer conditions
Close of the tender offer and effect Combination – Q4 2007
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Nasdaq® Mx
Questions and Answers
Nasdaq® Mx
The leading innovators in the exchange industry
to create the world’s premier exchange and technology company