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Monday 08 January, 2007

NASDAQ Stock Market

Response Document Posted

NASDAQ Stock Market, Inc. (The)
08 January 2007

  THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                              AUSTRALIA OR CANADA

                               FINAL CASH OFFERS*
                                       BY
                        NIGHTINGALE ACQUISITION LIMITED
          (A WHOLLY OWNED SUBSIDIARY OF THE NASDAQ STOCK MARKET, INC.)
            FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
                        LONDON STOCK EXCHANGE GROUP PLC

                POSTING OF RESPONSE DOCUMENT TO SHAREHOLDERS OF
                        LONDON STOCK EXCHANGE GROUP PLC

The Board of The Nasdaq Stock Market, Inc. ('NASDAQ') is pleased to announce
that today it is posting a document (the 'Response Document') to Shareholders
(other than certain Overseas Shareholders) in London Stock Exchange Group plc
('LSE') in response to the circular issued by LSE on 19 December 2006.

As stated in NASDAQ's announcements on 20 November 2006 and 19 December 2006,
the NASDAQ Board believes that its Ordinary Offer of 1,243 pence per LSE
Ordinary Share is a full and fair price. The Response Document highlights the
reasons why LSE Shareholders should accept the Final Offers:

    - the Ordinary Offer reflects a realistic assessment of standalone
      value, a full premium for control of 54 per cent. to the undisturbed price 
      and a fair share of synergies

    - LSE Shareholders should not be misled by a simple emphasis on volume
      growth without price cuts, a defensive return of capital, or potential
      initiatives that could promote piecemeal co-operation or minority blocking
      stakes

    - the LSE fails to acknowledge growing customer dissatisfaction, new
      competitive threats introduced by upcoming regulatory changes, or 
      accelerating consolidation of the exchange landscape

    - LSE Shares would be worth far less without NASDAQ, and a lapsing of the 
      Final Offers is likely to precipitate a substantial fall in the share 
      price

    - an LSE/NASDAQ combination is good for LSE stakeholders as it will
      reinforce London's pre-eminence as Europe's premier financial centre and 
      yield benefits to users, issuers and investors

These factors have been recognised by long-term shareholders in LSE, who have
voted with their feet and sold their shares.

The imminent announcement of LSE's 2006 financials, which has been anticipated
in press speculation, in no way changes the fact that LSE's value case has been
entirely based on current and historical financial performance. However, the key
issue is how LSE will react to the substantial future challenges that it will
face in 2007 and beyond. Our Response Document describes why we believe the LSE
is unprepared for those challenges ahead.

Commenting on the Final Offers, NASDAQ President and CEO Robert Greifeld said:

'The Final Offers represent full and fair value to existing LSE Shareholders,
and the proposed LSE/NASDAQ combination presents a unique opportunity to create
a global, balanced and scalable exchange business. Together with NASDAQ, the LSE
will be better positioned to meet new and increasing challenges, including
competing initiatives from customers, significant regulatory changes, and the
recent wave of consolidation among powerful competitors. The LSE circular
presented a weak case to Shareholders and offered no new important information.'

LSE Shareholders are urged to accept the Final Offers as you, rather than the
LSE Board, will determine whether the Final Offers will be implemented.

To accept the Final Offers in respect of LSE Shares held in certificated form
(that is, not through CREST), holders should complete, sign and return the
relevant Form(s) of Acceptance in accordance with the instructions thereon and
the instructions in the Offer Document as soon as possible and, in any event, so
as to be received no later than 3.00 p.m. London time on 11 January 2007.

To accept the Final Offers in respect of LSE Shares held in uncertificated form
(that is, through CREST), holders should submit a TTE instruction in accordance
with the instructions in the Offer Document for settlement as soon as possible
and, in any event, by no later than 3.00 p.m. London time on 11 January 2007.

Copies of the Response Document, the Offer Document and Forms of Acceptance are
available for collection (during normal business hours only) from Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United
Kingdom and Greenhill & Co. International LLP at Lansdowne House, 57 Berkeley
Square, London W1J 6ER, United Kingdom. The Response Document will also be made
available on www.nasdaq.com.

* The Final Offers will not be revised except that NAL reserves the right to
revise the Final Offers: (i) upon the recommendation of the LSE Board; or (ii)
if a firm intention to make a competing offer for LSE is announced, whether or
not subject to any preconditions.

Save as defined above, capitalised terms used in this announcement have the same
meaning as in the Offer Document dated 12 December 2006.


ENQUIRIES

The Nasdaq Stock Market, Inc.                    Tel: +1 (212) 401 8714
Bethany Sherman                                       +1 (917) 836 1724

Greenhill & Co. International LLP                Tel: +44 (0)20 7198 7400
(lead financial adviser to NASDAQ and NAL)
Simon Borrows
Richard Hoyle

Dresdner Kleinwort Securities Limited            Tel: +44 (0)20 7623 8000
(broker to NASDAQ and NAL)
Angus Kerr
Alex Reynolds

Gavin Anderson & Company                         Tel: +44 (0)20 7554 1403 / 1405
(PR adviser to NASDAQ and NAL)                                            
Richard Constant


Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
NASDAQ and NAL and for no-one else in connection with the Final Offers and will
not be responsible to anyone other than NASDAQ and NAL for providing the
protections afforded to clients of Greenhill & Co. International LLP or for
giving advice in relation to the Final Offers.

Dresdner Kleinwort Securities Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
NASDAQ and NAL and for no-one else in connection with the Final Offers and will
not be responsible to anyone other than NASDAQ and NAL for providing the
protections afforded to clients of Dresdner Kleinwort Securities Limited or for
giving advice in relation to the Final Offers.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Final Offers or otherwise. The Final Offers are being made
solely by the Offer Document and the Forms of Acceptance accompanying the Offer
Document, which contain the full terms and conditions of the Final Offers,
including details of how the Final Offers may be accepted.

Unless otherwise determined by NAL, the Final Offers are not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, Australia or Canada
or any jurisdiction where to do so would violate the laws of that jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality or
facility or from within Australia or Canada or any such jurisdiction.
Accordingly copies of this announcement are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from Australia or Canada or any such jurisdiction, and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise distribute or send it in, into or from such
jurisdiction as doing so may invalidate any purported acceptance of the Final
Offers. Any person (including, without limitation, any custodian, nominee or
trustee) who would, or otherwise intends to, or who may have a contractual or
legal obligation to forward this announcement and/or the Offer Document and/or
any related document to any jurisdiction outside the United Kingdom and the
United States should inform himself of, and observe, any applicable legal or
regulatory requirements of that jurisdiction.

In accordance with the City Code, normal United Kingdom market practice, and
subject to applicable regulatory requirements and pursuant to exemptive relief
granted by the US Securities and Exchange Commission from Rule14e-5 under the US
Securities Exchange Act of 1934, (i) Dresdner Kleinwort Securities Limited and/
or its affiliates will continue to act as connected exempt principal traders in
LSE Shares on the London Stock Exchange and may from time to time make certain
purchases of, or arrangements to purchase, LSE Shares or futures contracts or
indices over LSE Shares outside the United States, other than pursuant to the
Final Offers, before or during the period in which the Final Offers remain open
for acceptance, and (ii) NAL, its affiliates, or their respective nominees or
brokers (acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, LSE Shares outside the United States, other than
pursuant to the Final Offers, before or during the period in which the Final
Offers remain open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
These purchases, or arrangements to purchase, shall comply with applicable rules
in the United Kingdom, including the City Code, the rules of the UK Listing
Authority and the rules of the London Stock Exchange and applicable US
securities laws (except to the extent of any exemptive relief granted by the US
Securities and Exchange Commission from Rule 14e-5). Any information about such
purchases will be disclosed as required in the United Kingdom pursuant to the
City Code and will be available from the Regulatory Information Service of the
UK Listing Authority and will be available in the United States at
www.nasdaq.com.

This announcement contains certain forward-looking statements with respect to
NASDAQ, NAL and LSE. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as 'anticipate', 'target',
'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'aim', 'will', 'may',
'would', 'could', or 'should' or other words of similar meaning or the negative
thereof. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of any such person, or industry results, to be materially
different from any results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. All
subsequent oral or written forward-looking statements attributable to NASDAQ or
NAL or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.

The NAL Directors and the NASDAQ Directors accept responsibility for the
information contained in this announcement, save that the only responsibility
accepted by them in respect of information in this announcement relating to LSE,
which has been compiled from public sources, is to ensure that such information
has been correctly and fairly reproduced and presented. Subject as aforesaid, to
the best of the knowledge and belief of the NAL Directors and the NASDAQ
Directors (each of whom has taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.



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