This Announcement is Not for Release, Publication or
Distribution in or Into Australia or Canada
NEW YORK, Jan. 8, 2007 (PRIME NEWSWIRE) -- The Board of The Nasdaq Stock Market, Inc. ("NASDAQ") is pleased to announce that today it is posting a document (the "Response Document") to Shareholders (other than certain Overseas Shareholders) in London Stock Exchange Group plc ("LSE") in response to the circular issued by LSE on 19 December 2006.
As stated in NASDAQ's announcements on 20 November 2006 and 19 December 2006, the NASDAQ Board believes that its Ordinary Offer of 1,243 pence per LSE Ordinary Share is a full and fair price. The Response Document highlights the reasons why LSE Shareholders should accept the Final Offers:
- the Ordinary Offer reflects a realistic assessment of
standalone value, a full premium for control of 54 per cent
to the undisturbed price and a fair share of synergies
- LSE Shareholders should not be misled by a simple emphasis on
volume growth without price cuts, a defensive return of
capital, or potential initiatives that could promote piecemeal
co-operation or minority blocking stakes
- the LSE fails to acknowledge growing customer dissatisfaction,
new competitive threats introduced by upcoming regulatory
changes, or accelerating consolidation of the exchange landscape
- LSE Shares would be worth far less without NASDAQ, and a
lapsing of the Final Offers is likely to precipitate a
substantial fall in the share price
- an LSE/NASDAQ combination is good for LSE stakeholders as it
will reinforce London's pre-eminence as Europe's premier
financial centre and yield benefits to users, issuers and
investors
These factors have been recognised by long-term shareholders in LSE, who have voted with their feet and sold their shares.
The imminent announcement of LSE's 2006 financials, which has been anticipated in press speculation, in no way changes the fact that LSE's value case has been entirely based on current and historical financial performance. However, the key issue is how LSE will react to the substantial future challenges that it will face in 2007 and beyond. Our Response Document describes why we believe the LSE is unprepared for those challenges ahead.
Commenting on the Final Offers, NASDAQ President and CEO Robert Greifeld said:
"The Final Offers represent full and fair value to existing LSE Shareholders, and the proposed LSE/NASDAQ combination presents a unique opportunity to create a global, balanced and scalable exchange business. Together with NASDAQ, the LSE will be better positioned to meet new and increasing challenges, including competing initiatives from customers, significant regulatory changes, and the recent wave of consolidation among powerful competitors. The LSE circular presented a weak case to Shareholders and offered no new important information."
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.
To accept the Final Offers in respect of LSE Shares held in certificated form (that is, not through CREST), holders 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 and, in any event, so as to be received no later than 3.00 p.m. London time on 11 January 2007.
To accept the Final Offers in respect of LSE Shares held in uncertificated form (that is, through CREST), holders should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible and, in any event, by no later than 3.00 p.m. London time on 11 January 2007.
Copies of the Response Document, the Offer 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 Response Document will also be made available on www.nasdaq.com.
Note: The Final Offers will not be revised except that NAL reserves the right to revise the Final Offers: (i) upon the recommendation of the LSE Board; or (ii) if a firm intention to make a competing offer for LSE is announced, whether or not subject to any preconditions.
Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 12 December 2006.
ENQUIRIES The Nasdaq Stock Market, Inc. Tel: +1 (212) 401 8714 Bethany Sherman +1 (917) 836 1724 Greenhill & Co. International LLP Tel: +44 (0)20 7198 7400 (lead financial adviser to NASDAQ and NAL) Simon Borrows Richard Hoyle Dresdner Kleinwort Securities Limited Tel: +44 (0)20 7623 8000 (broker to NASDAQ and NAL) Angus Kerr Alex Reynolds Gavin Anderson & Company Tel: +44 (0)20 7554 1403 (PR adviser to NASDAQ and NAL) / 1405 Richard Constant
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 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.
This announcement contains certain forward-looking statements with respect to NASDAQ, NAL and LSE. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could", or "should" or other words of similar meaning or the negative thereof. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to NASDAQ or NAL or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
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.