This Announcement is Not for Release, Publication or Distribution in or Into Australia or Canada
NEW YORK, Feb. 10, 2007 (PRIME NEWSWIRE) -- The Board of The Nasdaq Stock Market, Inc. ("NASDAQ") announces that its Final Offers for London Stock Exchange Group plc ("LSE") have lapsed.
As at the date of this announcement Nightingale Acquisition Limited ("NAL"), a wholly owned subsidiary of NASDAQ, owns 61,291,389 LSE Ordinary Shares, representing approximately 28.75 per cent. of the existing issued ordinary share capital of LSE.
As at 1 p.m. today (London time) on Saturday 10 February 2007, being the final closing date, valid acceptances had been received by NAL in respect of a total of 880,144 LSE Ordinary Shares, representing approximately 0.41 per cent. of the existing issued ordinary share capital of LSE, and valid acceptances had been received by NAL in respect of a total of 34,541 LSE B Shares, representing approximately 0.44 per cent. of the existing issued B share capital of LSE.
Accordingly NAL owns, or has received valid acceptances in respect of, a total of 62,171,533 LSE Ordinary Shares representing approximately 29.16 per cent. of the existing issued ordinary share capital of LSE. As the Final Offers have now lapsed, LSE Shareholders have ceased to be bound by any such acceptances.
Save as disclosed in the Offer Document and above, neither NAL, NASDAQ nor so, as far as NAL and NASDAQ are aware, any person acting in concert with either of them, is interested in, or has any rights to subscribe for, any LSE Shares, nor does any such person have any short position or any arrangement in relation to LSE Shares (a).
As can be seen from the transaction documentation, NASDAQ and LSE clearly have a significant difference of view on the prospective future performance of the LSE business. We continue to believe that 1,243 pence in cash represents a full and fair price. This view has been arrived at following careful consideration of the challenges facing the LSE business model going forward.
In our opinion, the London equity trading market is facing unprecedented change with the introduction of MiFID. NASDAQ's experience of growing volume in a competitive environment suggests that yield pressure could be intense. This in turn will impact upon LSE's future financial performance and hence its value case. The accuracy or inaccuracy of LSE's projections can only be proven through the passage of time and NASDAQ, as LSE's largest shareholder, will monitor with interest how the business performs going forward.
NASDAQ President and CEO Robert Greifeld said:
"We are naturally disappointed at this outcome as we remain of the view that the Final Offers represented a full and fair price for LSE shareholders. However, this disappointment is tempered by the knowledge that we remained true to our value case. We have a highly disciplined approach to acquisitions and will only consummate transactions to the extent that they deliver clear and visible benefits for NASDAQ shareholders, and enable us to allocate benefits to market participants.
NASDAQ will continue to pursue other opportunities to build on its existing position as the world's largest electronic equities exchange and we look forward to maintaining our strong track record of creating shareholder value through our industry leading business model and strategy."
Further information
Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 12 December 2006, the First Response Document dated 8 January 2007 and the Second Response Document dated 23 January 2007.
(a) For these purposes: "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of LSE Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to LSE Shares which may be an inducement to deal or refrain from dealing in such securities; and "interest" includes any long economic exposure, whether conditional or absolute, to changes in the price of securities and a person is treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
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.
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.