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Monday 13 March, 2006

NASDAQ Stock Market

Copy of resp annmt 10 Mar 06

NASDAQ Stock Market, Inc. (The)
13 March 2006

Copy of Announcement Issued 10 March 2006 in Response to LSE Announcement re 
NASDAQ approach

NEW YORK, March 10 -- NASDAQ notes the recent announcement by London Stock 
Exchange plc ('LSE') with respect to its indicative offer for the Company and 
confirms that it submitted a proposal to LSE on the 9 March 2006. NASDAQ 
believes that its proposal would represent an attractive offer for shareholders, 
listed companies and the trading community and reflects unique benefits for LSE
which have not to date been proffered by other parties.

NASDAQ is the world's leading electronic stock exchange, currently providing a
listing for approximately 3,200 companies with a combined market capitalisation
of US$3.6 trillion. NASDAQ (Nasdaq: NDAQ) is listed on its own market and has a
market capitalisation of approximately US$5.2 billion.(1)NASDAQ is a global
brand and global market, where issuers from 37 countries list and actively
trade. Its issuers span every sector, from energy to communications,
manufacturing to biotechnology, retail to financial services. NASDAQ has a
strong history of successfully executing strategic transactions,most recently

Details of indicative offer

Cash offer of 950 pence per ordinary share

The indicative cash offer of 950 pence per ordinary share represents:

* a 72% premium over the closing price of 552 pence on 12 August 2005, the
business day immediately prior to Macquarie's announcement of its
potential interest in a possible formal approach to LSE;

* a 64% premium to the cash offer share price of 580 pence per share
offered by Macquarie;

* a 12% premium to the closing price of 845.5 pence on 8 March 2006; and

* a multiple of 29.8x adjusted earnings for the 12 months to 31 December

Whilst this price has been based on the assumption that the LSE capital
return announced on 7 March 2006 is not consummated, NASDAQ is conscious that
the capital return is attractive to LSE shareholders and would be willing to
discuss ways of accommodating the capital return within a revised proposal.

Strong proposal for issuers and market participants

NASDAQ and LSE are both pre-eminent equity markets in their respective
countries. NASDAQ believes that bringing together the two organisations would
present listed companies, traders and investors with an equity market place,
based on dynamic industry leadership, to serve their needs unmatched by any
other market place in the world. A transaction presents the potential to

* the only global, cross-border equity market platform giving issuers the
ability to dual-list simultaneously in London and New York;

* the leading global exchange for listing companies of all sizes and the
natural choice for international issuers;

* a powerful equity market place by number of listings with over 6,266
listed companies with a total market capitalisation of approximately
4.2 trillion pounds Sterling (US$7.3 trillion); and

* significant efficiencies which would benefit the users of both
platforms, and fully execute on the efficiencies that both companies
offer their market participants.

Ensures regulatory continuity

NASDAQ's proposal would ensure that LSE continues to be a Regulated
Investment Exchange regulated by the FSA. NASDAQ is committed to preserving
an FSA regulated Main Market and AIM. Existing clearing and settlement
arrangements will remain in place.

Strong governance proposal

NASDAQ contemplates that LSE would have its own Board of Directors with a
majority of non-executive independent Directors, consistent with FSA
requirements. Accordingly, the LSE Board would include:

* non-executive directors;
* user representatives;
* independent directors; and
* executive officers.

In addition, LSE would have significant representation on the top company
Board, which would meet regularly in London. A combined entity would have a
good balance of operations between New York and London.

Deliverable in the near term

Assuming satisfaction on a limited number of preconditions, NASDAQ is
confident that it would be in a position to announce a transaction in the near

NASDAQ believes that this proposal represents an attractive offer for
shareholders and users. NASDAQ will be seeking constructive discussions with
the Board of LSE with the view to reaching a recommended offer for

A further announcement will be made in due course. There can be no
guarantee that any offer will be made.

This announcement does not constitute, or form any part of, any offer for,
or solicitation of any offer for, securities.

Cautionary Note Regarding Forward-Looking Statements

The matters described herein may contain forward-looking statements that
are made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. The Nasdaq Stock market, Inc. ('NASDAQ')
cautions that these statements are not guarantees of future performance.
Actual results may differ materially from those expressed or implied in the
forward-looking statements. Forward-looking statements involve a number of
risks, uncertainties or other factors beyond NASDAQ's control. These factors
include, but are not limited to, NASDAQ's ability to implement its strategic
initiatives, economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and global
competition, and other factors detailed in NASDAQ's annual report on Form 10-
K, and periodic reports filed with the U.S. Securities and Exchange
Commission. In addition, these statements are based on a number of assumptions
that are subject to change. NASDAQ undertakes no obligation to update these
forward-looking statements.

(1) Based on 130.5 million fully diluted shares outstanding and a share
price of US$39.5 as of 9 March 2006, assuming exercise of in-the-money options
and warrants and conversion of the US$445 million outstanding convertible

(2) Based on LSE's adjusted EPS of 31.9 pence as stated in the Company's
trading statement dated 10 January 2006



Bethany Sherman, corporate communications of NASDAQ, +1-212-401-8714; or
Richard Constant of Gavin Anderson & Company, + 44 (0)20 7554 1403 or + 44
(0)20 7554 1405, for NASDAQ
-0- Mar/10/2006 19:22 GMT

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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