What is a "second request" from the DOJ?

A "second request" is a formal demand from the U.S. Department of Justice (or the Federal Trade Commission) for detailed information and documents during their review of a proposed merger or acquisition. It signifies that the initial review has moved to a more in-depth phase to assess potential antitrust concerns.

Does receiving a "second request" mean the acquisition of NYSE Euronext will be blocked?

Not necessarily. A second request indicates heightened scrutiny and potentially a longer review period, but it is a common step in the antitrust review process for large transactions. It allows the DOJ to gather more comprehensive information to determine if the acquisition would violate antitrust laws.

What are the implications of this "second request" for NASDAQ OMX investors?

The main implication is potential uncertainty and a possible delay in the closing of the NYSE Euronext acquisition. Investors should continue to monitor SEC filings from NASDAQ OMX and ICE for updates on the regulatory review process and any further developments regarding the transaction's terms or likelihood of completion. The company's stock price may react to news related to the antitrust review.

Where can I find more information about the proposed acquisition and related filings?

The filing directs investors to the SEC's website (www.sec.gov) for all filings by NASDAQ OMX and ICE. It also mentions that a joint proxy statement/prospectus will be filed in the future, which will contain important information and be available on the SEC website. Investors can also request information directly from NASDAQ OMX Investor Relations.

NDAQ 8-K SEC Disclosure

Summary

This 8-K filing by The NASDAQ OMX Group, Inc. (NASDAQ OMX) reports a significant development in its proposed joint acquisition of NYSE Euronext with IntercontinentalExchange, Inc. (ICE). On April 22, 2011, NASDAQ OMX received a "second request" for additional information from the U.S. Department of Justice (DOJ) Antitrust Division. This request indicates an in-depth antitrust review of the proposed acquisition under the Hart-Scott-Rodino (HSR) Act. While this signifies increased scrutiny and potential delays, it is a standard part of the regulatory process for large mergers and does not necessarily mean the deal will be blocked. Investors should note that this filing primarily serves to inform the market about the progress of the regulatory review. The company has provided standard forward-looking statements and disclaimers, emphasizing that actual results could differ from expectations and that the transaction's completion and benefits are not guaranteed. Further updates regarding the proposed transaction and its regulatory status will be disclosed as they become available, and investors are encouraged to review future SEC filings for more comprehensive information.

Key Highlights

1NASDAQ OMX and ICE received a "second request" from the DOJ for additional information regarding their joint proposal to acquire NYSE Euronext.
2The second request signifies an in-depth antitrust review by the U.S. Department of Justice under the Hart-Scott-Rodino (HSR) Act.
3This regulatory step, while indicating increased scrutiny, is a normal part of the HSR process for significant transactions.
4The company previously filed its Premerger Notification and Report Form with the DOJ on April 20, 2011.
5The filing includes standard forward-looking statements and risk disclosures related to the proposed transaction and future performance.
6NASDAQ OMX and ICE have provided contact information for investors seeking further details on the proposed transaction and related filings.

NASDAQ, INC. 8-K Report, Corporate Update (Apr 25, 2011)

Summary

Key Highlights

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