HSE: NASDAQ with Borse Dubai and OMX Takes Leadership to Create a Unique Global Exchange Platform

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PRESS RELEASE

NASDAQ with Borse Dubai and OMX Takes Leadership to Create a
Unique Global Exchange Platform

NASDAQ Increases Certainty of OMX Combination
Borse Dubai to become a 19.99 Per Cent Shareholder in NASDAQ;
Restricted to 5 Per Cent Voting Rights
Steps taken to allow DIFX to be rebranded with the NASDAQ Brand
NASDAQ to Become a Strategic Shareholder in DIFX
Borse Dubai Purchases a 28.0 Per Cent stake in LSE From NASDAQ
Analyst and Press Briefing to be Held at 10:30 a.m. CET
Venue: Salén building, Norrlandsgatan 15, Stockholm.
20 September - Borse Dubai Limited (“Borse Dubai”) and The NASDAQ Stock
Market, Inc. (“NASDAQ”) today announced a series of transactions that will
create a 
global financial marketplace with a unique footprint spanning the U.S., Europe,
the 
Middle East and strategic emerging markets.
According to Bob Greifeld, President and Chief Executive Officer of NASDAQ,
“These 
developments herald an important step forward for NASDAQ. Taken together, these
strategic actions will provide us with a footprint unlike any other exchange,
creating 
a global exchange leader, with operations in key markets around the world. On
the 
closing of the transactions with Borse Dubai, and completion of the proposed
combination with OMX AB (publ) (“OMX”), we will have the technological
infrastructure and the financial strength to serve our customers and to achieve
our 
global ambitions.”
Commenting on today's announcements, Essa Kazim, Chairman of Borse Dubai, said,
“Our primary objective is to build a world class, growth oriented exchange out
of 
Dubai and to become the center for capital markets activities in the emerging
markets. By entering into this partnership with NASDAQ, we will benefit from
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NASDAQ's world leading brand, technology and platform.. In addition, this
combination will establish a gateway to large pools of liquidity.”
Agreements between Borse Dubai and NASDAQ
Borse Dubai and NASDAQ have entered into agreements, each of which is subject to
a number of conditions. If all the agreements, which are subject to a series of
conditions, are completed pursuant to their terms:
• Borse Dubai to become a 19.99% shareholder in NASDAQ (capped at 5 per cent
voting rights)
• NASDAQ will acquire all OMX shares to be purchased by Borse Dubai in its offer
for OMX
• NASDAQ will become a strategic shareholder and the principal commercial
partner of Dubai International Financial Exchange (“DIFX”)
• DIFX will be rebranded with the NASDAQ brand and licensed with market
leading technology from the NASDAQ/OMX combination
In addition, Borse Dubai has acquired 28.0 per cent of the total issued share
capital 
in London Stock Exchange Group PLC (“LSE”) from NASDAQ at a price of GBP 14.14
per share.
NASDAQ To Acquire All OMX Shares Purchased By Borse Dubai; Borse Dubai To
Become 19.9 Per Cent NASDAQ Shareholder
Under these agreements, Borse Dubai will continue its existing offer for OMX of
SEK 
230 per share in cash, and NASDAQ will continue to offer SEK 11.4 billion
(USD1.7 
billion) and 60.6 million NASDAQ shares for OMX. Upon fulfillment of certain
conditions referred to below, NASDAQ will withdraw its offer for OMX, and Borse
Dubai will open its offer for acceptances. If these conditions are not met by
February 
15, 2008, or at an earlier date if any of the conditions cannot be met (the
“Termination Date”), the agreements will terminate and be of no further effect,
and 
both Borse Dubai and NASDAQ may pursue their respective offers independently.
The Termination Date may be extended in certain circumstances.
Assuming the relevant conditions are met (or waived), NASDAQ has agreed to
acquire all the OMX shares (1) already owned by Borse Dubai, (2) purchased by
Borse Dubai in its offer and (3) purchased by Borse Dubai pursuant to its
options in 
respect of OMX shares. In exchange for Borse Dubai's shares in OMX, NASDAQ will
issue to Borse Dubai approximately 60.6 million NASDAQ shares and pay
approximately SEK 11.4 billion in cash, assuming Borse Dubai acquires all
outstanding OMX shares. This is the same aggregate consideration included in
NASDAQ's offer for OMX announced on May 25, 2007 and implies Borse Dubai will
acquire new NASDAQ shares at an indicative implied price of USD 41.01 per share
(based on yesterday's SEK/USD exchange rate of SEK 6.5922/USD). Should Borse
Dubai not acquire all outstanding OMX shares, the cash portion of the
consideration 
will be reduced pro rata at a price of SEK 230 per OMX share to reflect the
actual 
number of OMX shares sold to NASDAQ.
Borse Dubai will retain approximately 42.6 million of the NASDAQ shares
(representing approximately 19.99 per cent of the fully diluted share capital it
receives, restricted to 5.0 per cent of voting rights) with the remaining
approximately 18.0 million NASDAQ shares (representing approximately 8.4 per
cent 
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of the fully diluted share capital) being held in trust, with an affiliate of
Borse Dubai 
as beneficiary, and managed by an independent trustee. These shares will
eventually 
be sold by the trust. While in the trust, these shares will be voted by the
trustee pro 
rata with the votes of NASDAQ's other shareholders. Borse Dubai will be limited
to a 
five per cent voting stake in NASDAQ, which is the maximum allowed by NASDAQ's
certificate of incorporation and bylaws.
The parties expect that the above mentioned conditions will be fulfilled in
January 
2008, and that Borse Dubai's tender offer for OMX's shares will open for
acceptances 
at that time. Thereafter, an acceptance period of at least 20 U.S. business
days will 
follow, on expiration of which, settlement will take place. Borse Dubai
reserves the 
right to extend the acceptance period, as well as to postpone the settlement
date. 
Following the first settlement, Borse Dubai will exercise the options described
above. 
NASDAQ and Borse Dubai have agreed that, until the Termination Date, neither
party will amend its respective offer.
The above described agreements are conditional upon a number of customary
regulatory and shareholder approvals in both Sweden and other Nordic and Baltic
jurisdictions as well as in the United States and approval by shareholders of
NASDAQ.
It is contemplated that at the end of this transaction, NASDAQ and OMX will be
known as The NASDAQ OMX Group, Inc.
These agreements have the unanimous support of the boards of directors of NASDAQ
and Borse Dubai. NASDAQ and Borse Dubai plan to submit voluntarily the
transaction for consideration by the U.S. Government.
It is envisioned that the Board of the combined company will be comprised of 16
members of which Borse Dubai will be entitled to recommend two directors and OMX
four directors. Borse Dubai's entitlement to recommend two directors is
conditional 
on its maintaining at least 50.0 per cent of its initial investment. If its
investment 
falls below 50.0 per cent but remains above 25.0 per cent, Borse Dubai shall be
entitled to only nominate one director and shall be entitled to nominate none
at less 
than 25.0 per cent. As part of its agreement, Borse Dubai has agreed to certain
standstill provisions.
Commenting on the rationale for the combination, Mr. Greifeld said, “The
combination will create the largest global network of exchanges and exchange
customers linked by technology. Since our original announcement of the
combination 
with OMX, we have become even more excited about the prospects for the combined
company. The combination provides significant benefits for customers,
shareholders 
and other stakeholders in both companies. We are pleased that our agreement with
Borse Dubai allows this deal to be completed in the best fashion for our
shareholders, for OMX shareholders and our collective customers around the
world.” 
Regarding Borse Dubai becoming a shareholder in NASDAQ, Mr. Greifeld said, “We
are pleased that Borse Dubai has decided to become a shareholder in NASDAQ. This
better positions New York, as well as the U.S., to successfully compete with
other 
global financial markets and provides greater certainty around our growth plans,
while reinforcing the unique status and strength of NASDAQ's technology and
trading 
platforms.”
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The combination NASDAQ and OMX will also strengthen the OMX Nordic Exchange
and the Nordic region. The combined group will have Stockholm as its European
centre for market activities, the headquarters for the Nordic operations as
well as 
global centre for technology development. The Nordic Exchange will continue to
operate under the rules and regulatory authorities of each individual
marketplace. 
NASDAQ to become strategic shareholder in DIFX
NASDAQ and Borse Dubai also announced today that they have entered into an
agreement whereby NASDAQ would become a strategic shareholder in DIFX, Dubai's
international financial exchange. As part of the investment, NASDAQ will make a
financial investment as well as commit to provide DIFX with the NASDAQ brand,
OMX 
technology and marketing resources. This investment is designed to accelerate
DIFX's growth in the region and create a world-class electronic exchange and
technology platform in one of the world's fastest growing markets.
Per Larsson, Borse Dubai's CEO said, “This transaction is unique and
innovative. It is 
a model for establishing a multinational network of exchanges that works well
for 
investors, listing companies, and associated stakeholders alike. Borse Dubai is
proud 
to be among the pioneers who put this configuration together, and we look
forward 
to working with NASDAQ and OMX to combine branding, experience, technology, and
geographic reach to make this mutual investment an example of best practices
across all disciplines involved.”
Mr. Greifeld noted, “Our investment in the DIFX is an exciting step forward for
NASDAQ in a high growth economic region. This investment allows us to leverage
our brand and distribute the combined group's suite of products and services
through 
DIFX, one of the most well-developed and established marketplaces in the Middle
East and North African region. We look forward to expanding our footprint in
these 
rapidly growing emerging markets.”
Borse Dubai to acquire 28.0 per cent of LSE from NASDAQ
Separately, NASDAQ and Borse Dubai announced that Borse Dubai has agreed to
purchase 28.0 per cent of the outstanding share capital of London Stock Exchange
Group plc from NASDAQ at a price of GBP 14.14 per share. NASDAQ shall retain
approximately 3.5 per cent of the outstanding share capital. As previously
disclosed, 
the funds raised as a result of this share sale will be used by NASDAQ to pay
down 
approximately USD1.0 billion of debt and intends to initiate a stock buy back.
NASDAQ contemplates that this transaction will result in USD0.30 - 0.35 in
additional 
earnings per share in 2008. NASDAQ may purchase shares from time to time in open
market or private transactions, in accordance with applicable laws and
regulations, 
and subject to market conditions and other factors. The repurchases may be
commenced or suspended from time to time without prior notice.
Mr. Greifeld said that he was pleased that NASDAQ was able to divest its LSE
stake 
to Borse Dubai “We believe the share sale of our LSE stake is in the best
interests of 
our shareholders by unlocking the value of these shares.”
Mr. Soud ba'alawy, Vice Chairman of Borse Dubai said “We are very excited about
this significant financial investment in the LSE. We are strong believers in the
continued strength and success of London as a leading global financial centre,
and 
our investment demonstrates our commitment to that continued success.”
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Background
On May 25, 2007, NASDAQ and OMX announced that they had entered into a
transaction agreement to combine the two companies by way of public offer. The
proposed combination of NASDAQ and OMX was recommended by both Boards of
Directors. On the morning of August 9, 2007, Borse Dubai announced in a press
release that it was in the process of purchasing OMX shares and entering into
options 
to purchase OMX shares in a stake-building process with certain selected
investors. 
Borse Dubai purchased shares at SEK 230 per share representing 4.9 per cent of
OMX's total issued and outstanding shares and entered into option agreements
with 
counterparties to purchase another 24.2 per cent of OMX's shares. Following the
acquisition of that strategic stake in OMX, the Board of Directors of Borse
Dubai 
decided on August 17, 2007, to launch an all cash offer of SEK 230 per OMX
share. 
Other Information concerning the Agreements between NASDAQ and Borse Dubai
The conditions under the agreements for Borse Dubai to open its offer for OMX
for 
acceptances include receipt of regulatory approvals, accuracy of representation
and 
warranties, performance of covenants, approval by NASDAQ shareholders, as well
as, and certain other customary conditions for agreements of these types.
The conditions for Borse Dubai to open its offer for OMX for acceptances include
receipt of regulatory approvals, accuracy of representation and warranties,
performance of covenants and certain other customary conditions for
transactions of 
these types. In a joint submission, NASDAQ and Borse Dubai requested and
received 
a ruling1 from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) on the
compliance of the agreements between NASDAQ and Borse Dubai with good practice
on the Swedish stock market and with the OMX Nordic Exchange Stockholm rules on
Public Offers on the Stock Market (the “Takeover Rules”). In their ruling, the
Swedish 
Securities Council (1) found that the potential postponement of approximately
one to 
two months, due to the new circumstances, of acceptance periods and settlement
dates in Borse Dubai's and NASDAQ's offers for OMX, is acceptable; (2) concluded
that neither NASDAQ's acquisition of the OMX shares from Borse Dubai after
completion of Borse Dubai's offer, Borse Dubai's acquisition of an equity stake
in LSE 
nor NASDAQ's investment in DIFX, is a breach of the Takeover Rules or good
practice on the Swedish stock market; (3) granted NASDAQ an exemption from the
mandatory bid rule which otherwise would be applicable with respect to NASDAQ's
acquisition of the shares in OMX from Borse Dubai; (4) grants NASDAQ an
extension 
of the time period for preparing and filing for approval of an offer document
with 
respect to its public offer to the shareholders in OMX until January 15, 2008
and (5) 
granted Borse Dubai an extension of the time period for preparing and filing for
approval of an offer document with respect to its public offer to the
shareholders in 
OMX until November 1, 2007.
Further to an additional joint submission, the Swedish Securities Council has
stated 
that, to the extent that the transactions mentioned herein would be consummated
and NASDAQ would become the owner of less than 90 per cent of the shares in OMX,
the lowest price in a potential subsequent public takeover offer from NASDAQ in
order to reach the 90 per cent threshold in OMX shall correspond to the value
of the 
consideration as per the day when a binding agreement was concluded in respect
of 
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NASDAQ's acquisition of OMX shares from Borse Dubai (this day was 19 September
2007.)
JPMorgan and SEB Enskilda are acting as financial advisers to NASDAQ in
relation to 
its transactions with OMX and Borse Dubai. JPMorgan and UBS Investment Bank are
acting as financial advisers to NASDAQ in relation to the sale of 28.0 per cent
stake 
in LSE to Borse Dubai. Advokatfirman Cederquist and Skadden, Arps, Slate,
Meagher 
and Flom LLP are acting as legal advisers to NASDAQ.
Borse Dubai has retained HSBC Bank plc and ABG Sundal Collier as financial
advisers 
and Linklaters LLP and Gibbs, Dunn & Crutcher as legal advisers in connection
with 
the agreements.
Borse Dubai Limited was incorporated on 7 August 2007 in the Dubai International
Financial Centre (“DIFC”) and is registered with the DIFC Registrar of Companies
with registered number 0447. Borse Dubai Limited is 60 per cent owned by the
Investment Corporation of Dubai, 20 per cent by Dubai Group LLC (a member of the
Dubai Holding Group) and 20 per cent by DIFC Investments LLC. Borse Dubai's sole
business purpose is to act as a holding company for investments in stock
exchanges, 
including the Dubai Financial Market and the Dubai International Financial
Exchange. 
Where the context requires or permits, references in this document to Borse
Dubai 
include its current and prospective subsidiaries other than OMX.
BD Stockholm is a wholly-owned Swedish subsidiary of Borse Dubai. BD Stockholm
is 
a limited liability Swedish company with corporate registration number
556732-9940. 
The company was established on 22 May 2007 under the name Goldcup D 3097 AB
and registered with the Swedish Companies Registration Office (Sw. Bolagsverket)
on 2 July 2007. BD Stockholm has never conducted and at present does not conduct
any business and its sole purpose is to make the Offer and take all actions to
finance 
and complete the Offer and operate as a parent company of OMX.
NASDAQ is the largest U.S. electronic stock market. With approximately 3,200
companies, it lists more companies and, on average, its systems trade more
shares 
per day than any other U.S. market. NASDAQ is home to companies that are leaders
across all areas of business including technology, retail, communications,
financial 
services, transportation, media and biotechnology. NASDAQ is the primary market
for trading NASDAQ-listed stocks. For more information about NASDAQ, visit the
NASDAQ Web site at http://www.nasdaq.com or the NASDAQ Newsroom at
http://www.nasdaq.com/newsroom/.
Cautionary Note Regarding Forward-Looking Statements
“Forward-looking statements relating to Borse Dubai's offer for OMX. This press
release may contain forward-looking statements. These statements as they appear
throughout this press release are not guarantees of future performance and are
subject to inherent risks and uncertainties. Forward-looking statements may be
identified by the fact that they do not relate strictly to historical or
current facts and 
include, without limitation, words such as “may,” “will,” “expects,” “believes,”
“anticipates,” “plans,” “intends,” “estimates,” “projects,” “targets,”
“forecasts,” 
“seeks,” “could,” or the negative of such terms and other variations on such
terms or 
comparable terminology. Forward-looking statements include, but are not limited
to, 
statements about the expected future business of Borse Dubai and its
subsidiaries 
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and OMX resulting from and following the Borse Dubai's offer for OMX, statements
about the benefits of Borse Dubai's offer for OMX, the transactions
contemplated by 
NASDAQ's agreements with Bourse Dubai and OMX, 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 proposed uses of proceeds from the sale of the LSE stake and
other 
statements that are not historical facts. These statements reflect Borse Dubai
management's current expectations based upon information currently available to
them and are subject to various assumptions, as well as risks and uncertainties
that 
may be outside of their control, including but not limited to the effect of
changes in 
general economic conditions, the level of interest rates, fluctuations in
product 
demand, competition, technological change, employee relations, planning and
property regulations, natural disasters and the potential need for increased
capital 
expenditure (such as resulting from increased demand, new business opportunities
and deployment of new technologies). Actual results could differ materially from
those expressed or implied in such forward-looking statements. Any such
forwardlooking 
statements speak only as of the date on which they are made and Borse
Dubai does not undertake any obligation to update or revise any of them,
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.
Restrictions on Borse Dubai's offer for OMX
The release, publication or distribution of this announcement in certain
jurisdictions 
may be restricted by law or regulation and therefore persons in such
jurisdictions 
into which this announcement is released, published or distributed must inform
themselves about and observe such restrictions.
The Borse Dubai offer is not being made and this press release may not be
distributed, directly or indirectly, in or into, nor will any tender of shares
be accepted 
from or on behalf of holders in, any jurisdiction in which the making of the
Borse 
Dubai offer, the distribution of this press release or the acceptance of any
tender of 
shares would contravene applicable laws or regulations or require further offer
documents, filings or other actions in addition to those required under Swedish
law, 
except under applicable exemption.
The Borse Dubai offer is not being made, directly or indirectly, by use of mail
or any 
other means or instrumentality (including, without limitation, facsimile
transmission, 
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electronic mail, telex, telephone and the internet) in or into Canada and the
Borse 
Dubai offer will not be capable of acceptance by any such use, means,
instrumentality or facility of, or from within Canada unless an exemption from
the 
applicable securities laws and regulations of any relevant provinces of Canada
is 
available. Any persons receiving this press release should observe these
restrictions 
and should not mail or otherwise distribute, forward or transmit it in, into or
from 
Canada
Notice to OMX shareholders
While the NASDAQ 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 NASDAQ
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 NASDAQ 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 NASDAQ 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 NASDAQ offer is not made in any such jurisdiction.
Additional Information About this Transaction
On August 7, 2007, NASDAQ filed with the SEC a Registration Statement on Form S-
4 that includes a preliminary proxy statement of NASDAQ that also constitutes a
prospectus of NASDAQ. Investors and security holders are urged to read the
preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus when it becomes available, as well as other applicable
documents regarding the proposed business combination transaction , because
those 
documents contain, or will 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 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.
HSBC Bank plc is acting as exclusive financial adviser to Borse Dubai and no
one else 
in connection with the matters described in this announcement and will not be
responsible to anyone other than Borse Dubai for providing the protections
afforded 
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to clients of HSBC Bank plc or for providing advice in relation to the matters
contained in this announcement.
Analyst and Press Briefing Information
UK:+44 (0)20 7162 0025
US:+1 334 323 6201
Sweden:+46 (0)8 5052 0110
U.S. analyst and press briefing to be held at 8:00 am EST
CONTACTS
Nicholas Labuschagne
Dubai Holding
Nicholas.Labuschagne@dubaigroup.com
+971 50 4501998
Bethany Sherman
NASDAQ
+1 212 401 8714
+1 917 836 1724
Bethany.sherman@nasdaq.com