This Announcement is Not for Release, Publication or Distribution in
or Into Australia or Canada
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
NEW YORK, Jan. 26, 2007 (PRIME NEWSWIRE) -- The Board of The Nasdaq Stock Market, Inc. ("NASDAQ") announces that it has not been contacted by the Board of London Stock Exchange Group plc ("LSE") with respect to a recommended transaction. In NASDAQ's view, there is now insufficient time to effect any revision of the Final Offers via constructive dialogue with LSE and an LSE Board recommendation by the deadline of midnight (London time) on Saturday 27 January 2007. Accordingly, NASDAQ announces that the Final Offers can no longer be revised upon the recommendation of the LSE Board.
LSE Shareholders are urged to accept the Final Offers as you, rather than the LSE Board, will determine whether the Final Offers will be implemented.
LSE Shareholders who have not yet accepted the Final Offers and who hold LSE Shares in certificated form (that is, not through CREST) 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.
LSE Shareholders who have not yet accepted the Final Offers and who hold LSE Shares in uncertificated form (that is, through CREST), should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible.
Copies of the Offer Document, the First Response Document, the Second Response 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. The Offer Document, the Response Document and the Second Response Document are also available on www.nasdaq.com.
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.
* The Final Offers will not be revised except that NAL reserves the right to revise the Final Offers if a firm intention to make a competing offer for LSE is announced, whether or not subject to any preconditions.
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, in respect of shares held in certificated form (that is, not through CREST), 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.
In accordance with the City Code, normal United Kingdom market practice, and subject to applicable regulatory requirements and pursuant to exemptive relief granted by the US Securities and Exchange Commission from Rule14e-5 under the US Securities Exchange Act of 1934, (i) Dresdner Kleinwort Securities Limited and/or its affiliates will continue to act as connected exempt principal traders in LSE Shares on the London Stock Exchange and may from time to time make certain purchases of, or arrangements to purchase, LSE Shares or futures contracts or indices over LSE Shares outside the United States, other than pursuant to the Final Offers, before or during the period in which the Final Offers remain open for acceptance, and (ii) NAL, its affiliates, or their respective nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, LSE Shares outside the United States, other than pursuant to the Final Offers, before or during the period in which the Final Offers remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. These purchases, or arrangements to purchase, shall comply with applicable rules in the United Kingdom, including the City Code, the rules of the UK Listing Authority and the rules of the London Stock Exchange and applicable US securities laws (except to the extent of any exemptive relief granted by the US Securities and Exchange Commission from Rule 14e-5). Any information about such purchases will be disclosed as required in the United Kingdom pursuant to the City Code and will be available from the Regulatory Information Service of the UK Listing Authority and will be available in the United States at www.nasdaq.com.
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.