8-KRegulation FDExhibits & Filings

NASDAQ, INC. 8-K Report, Regulation FD Disclosure (Nov 20, 2006)

Filed November 20, 2006For Securities:NDAQ

Summary

On November 20, 2006, The Nasdaq Stock Market, Inc. (NASDAQ) announced its intention to acquire the London Stock Exchange Group plc (LSE) through its subsidiary, Nightingale Acquisition Limited (NAL). This strategic move involves tender offers for all outstanding ordinary shares at £12.43 per share and B shares at £2.00 per share plus accrued dividends, with a total estimated consideration of approximately £2.0 billion ($3.8 billion). NASDAQ intends to finance this significant acquisition through a combination of cash reserves, new secured credit facilities, and the issuance of preferred stock. In conjunction with these offers, NASDAQ also announced the immediate acquisition of approximately 28.75% of LSE's issued share capital for £87.8 million ($166.4 million), which was funded by existing credit facilities and cash. This acquisition significantly increases NASDAQ's stake and demonstrates its commitment to the LSE acquisition.

Key Highlights

  • 1NASDAQ announces a definitive offer to acquire the entire London Stock Exchange Group plc (LSE).
  • 2The total consideration for the LSE acquisition is approximately £2.0 billion ($3.8 billion).
  • 3The offer includes £12.43 per ordinary share and £2.00 per B share plus accrued dividends.
  • 4NASDAQ has already acquired a significant stake of approximately 28.75% in LSE for £87.8 million ($166.4 million).
  • 5The acquisition will be financed through a mix of NASDAQ's cash reserves, new secured credit facilities, and preferred stock issuance.
  • 6This move represents a major international expansion and strategic initiative for NASDAQ.
  • 7The filing includes the full text of the UK announcement and a presentation related to the offer.

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