8-KMaterial Agreements

NASDAQ, INC. 8-K Report, Material Agreement (May 9, 2006)

Filed May 9, 2006For Securities:NDAQ

Summary

This Form 8-K filing from The Nasdaq Stock Market, Inc. (Nasdaq) on May 9, 2006, reports a material definitive agreement concerning an investment in the London Stock Exchange plc (LSE). Nasdaq, through its wholly-owned subsidiary Nightingale Acquisition Limited, agreed to purchase approximately 9.79 million shares of LSE, representing 3.8% of its issued share capital, for approximately GBP 119.2 million ($220.7 million) in cash. This acquisition was conducted through an ordinary market transaction with Wellington Management Company, LLP or its affiliates, with terms determined via arm's-length negotiation. This strategic acquisition increases Nasdaq's total stake in the LSE to approximately 47.89 million shares, or 18.7% of the issued share capital. The transaction was funded using Nasdaq's existing cash reserves. This move signals Nasdaq's continued interest and investment in a key European exchange, potentially impacting its strategic positioning and future business opportunities within the global financial markets.

Key Highlights

  • 1Nasdaq, through subsidiary Nightingale Acquisition Limited, acquired 9,790,280 shares (3.8%) of London Stock Exchange plc (LSE).
  • 2The purchase price was GBP 12.18 per share, totaling approximately GBP 119.2 million ($220.7 million).
  • 3The shares were acquired from Wellington Management Company, LLP or its affiliates.
  • 4The transaction was an ordinary market transaction negotiated at arm's length.
  • 5Nasdaq funded the acquisition with cash on hand.
  • 6This purchase increases Nasdaq's total ownership in LSE to 18.7% (47,890,280 shares).

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