Summary
This Form 8-K filing by The NASDAQ OMX Group, Inc. (now Nasdaq, Inc.) announces a significant development in its acquisition strategy. On May 17, 2013, the company entered into an Asset Purchase Agreement to acquire the investor relations, public relations, and multimedia solutions businesses from Thomson Reuters. This acquisition, previously outlined in a binding offer letter from December 2012, represents a strategic move to expand Nasdaq's Corporate Solutions segment. The total purchase price for these businesses is set at $390 million in cash, subject to customary adjustments. Nasdaq intends to finance this transaction using a combination of existing cash reserves and its revolving credit facility. The acquisition is expected to close in the first half of 2013, following the satisfaction of standard closing conditions, including regulatory approvals which have already seen early termination of the HSR Act waiting period. Upon completion, these acquired businesses will be integrated into Nasdaq's existing Corporate Solutions operations.
Key Highlights
- 1The NASDAQ OMX Group entered into a definitive Asset Purchase Agreement to acquire Thomson Reuters' investor relations, public relations, and multimedia solutions businesses.
- 2The agreed-upon purchase price is $390 million in cash, subject to post-closing adjustments.
- 3The acquisition aims to enhance and integrate these businesses into Nasdaq's Corporate Solutions segment.
- 4The transaction is expected to close in the first half of 2013.
- 5Financing for the acquisition will come from a mix of cash on hand and the company's $750 million revolving credit facility.
- 6Regulatory approval under the Hart-Scott-Rodino (HSR) Act has already received early termination of the waiting period.
- 7Ancillary agreements, including non-competition, transition services, and content/platform services agreements, will be executed at closing.