425 Filing
Continued Diversification of Execution Business
2004
2007
RESULTING EXPANSION
RESULTING EXPANSION
STRATEGIC RATIONALE
STRATEGIC RATIONALE
ACQUISITION*
ACQUISITION*
Leveraging its core business and capabilities, NASDAQ continues to expand its offerings and
geographic reach
Access to routing technology and connectivity
to new, fast growing trading firms
Solidify market position in NASDAQ-listed
trading
Execute on NYSE-listed trading strategy
Access to best-in class technology platform
Further solidify market position in all U.S. equity
trading
Largest provider of liquidity on the NYSE floor
Significant market presence in Europe
Ability to leverage technology innovations for
future product expansion
Access to 60 international exchange
relationships
Ability to have a 2nd
protected quote
Enter the U.S. cash equity clearing business
Allows listings to use 1,2 and 3 letter tickers
enhancing ability to lure listings to the NASDAQ
Immediate presence in options trading
Further enhance NASDAQ’s growth profile
Ability to leverage clearing and futures licenses
Broker/dealer model
Single book migration -
Largest electronic
liquidity pool for U.S. equities
Fastest, most scalable and efficient technology
platform
European cash equities, derivatives and
commodities trading
Leading global provider of exchange technology
Clearing services
Second matching engine
U.S. cash equities clearing
U.S. equity options
U.S. index options
U.S. cash equities clearing
U.S. futures
* Acquisitions of OMX, The Boston Stock Exchange, and The Philadelphia Stock Exchange are pending necessary regulatory and shareholder approval
Filed by The Nasdaq
Stock Market, Inc.
pursuant to Rule 425 under the Securities Act
of 1933, as amended, and deemed filed
pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended.
Subject Company: OMX AB
(Commission File No. 132-02618)
The following are selected slides from an investor presentation about The Nasdaq
Stock
Market, Inc. acquisition of the Philadelphia Stock Exchange.


Forward Looking Statement
Forward-looking statements in this Investor Presentation are subject to known and unknown risks, uncertainties and other factors which may cause
our
actual
results,
performance
or
achievements
to
be
materially
different
from
any
future
results,
performance,
or
achievements
expressed
or
implied
by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous
assumptions.
NASDAQ
cautions
readers
that
any
forward-looking
information
is
not
a
guarantee
of
future
performance
and
that
actual
results
could
differ materially from those contained in the forward-looking information.
Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the
following factors: (i) the issuer's operating results may be lower than expected; (ii) loss of significant trading volume or listed companies; (iii) our ability
to
implement
our
strategic
initiatives
and
any
consequences
from
our
pursuit
of
our
corporate
strategy,
including
the
proposed
acquisitions
of
the
Philadelphia
Stock
Exchange
and
the
Boston
Stock
Exchange,
the
proposed
transactions
with
Borse
Dubai
and
OMX
AB
and
the
proposed
business
combination with OMX AB; (iv) competition, economic, political and market conditions and fluctuations, including interest rate risk; (v) government and
industry regulation; or (vi) adverse changes that may occur in the securities markets generally and other factors detailed in NASDAQ’s filings with the
U.S. Securities Exchange Commission, including its annual report
on Form 10-K for the fiscal year ending December
31, 2006 which is available on
NASDAQ’s website at http://ir.nasdaq.com
and the SEC’s
website at www.sec.gov.  NASDAQ undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Disclaimer
While
NASDAQ’s
offer
for
OMX
is
being
made
to
all
holders
of
OMX
shares,
this
document
does
not
constitute
an
offer
to
purchase,
sell
or
exchange
or
the
solicitation
of
an
offer
to
purchase,
sell
or
exchange
any
securities
of
OMX
or
an
offer
to
purchase,
sell
or
exchange
or
the
solicitation
of
an
offer
to
purchase,
sell
or
exchange
any
securities
of
NASDAQ
in
any
jurisdiction
in
which
the
making
of
the
offer
or
the
acceptance
of
any
tender
of
shares
therein would not be made in compliance with the laws of such jurisdiction. In particular, NASDAQ’s offer is not being made, directly or indirectly, in or
into Australia, Canada, Japan or South Africa. While NASDAQ reserves the right to make the offer in or into the United Kingdom or any other
jurisdiction pursuant to applicable exceptions or following appropriate filings and prospectus or equivalent document publication by NASDAQ in such
jurisdictions, pending such filings or publications and in the absence of any such exception NASDAQ’s offer is not made in any such jurisdiction.
On August
7, 2007, NASDAQ filed with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of NASDAQ that
also
constitutes
a
prospectus
of
NASDAQ.
On
October
12,
2007
and
November
2,
2007,
NASDAQ
filed
with
the
SEC
a
preliminary
proxy
statement
on
Schedule
14A
relating
to
the
proposed
transactions
with
Borse
Dubai
and
OMX.
Investors
and
security
holders
are
urged
to
read
the
preliminary
proxy
statements,
prospectus
and
the
definitive
proxy
statement
when
it
becomes
available,
as
well
as
any
amendments
and
other applicable documents regarding the proposed business combination because those documents contain, or will contain, important
information.
You may obtain a free copy of those documents and other related
documents filed by NASDAQ with the SEC at the SEC’s
website at
www.sec.gov. The preliminary proxy statements and prospectus and the other documents may also be obtained for free by accessing NASDAQ’s
website at http://www.nasdaq.com.
NASDAQ and its directors and executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies from NASDAQ stockholders in respect of the transactions described in this communication. You can find information about
NASDAQ’s
executive
officers
and
directors
in
NASDAQ’s
definitive
proxy
statement
filed
with
the
SEC
on
April
20,
2007.
You
can
obtain
free
copies
of
these documents and of the preliminary proxy statements and prospectus from NASDAQ by accessing NASDAQ’s website at http://www.nasdaq.com.
Additional
information
regarding
the
interests
of
such
potential
participants
is
included
in
the
preliminary
proxy
statements
and
prospectus
and
may
be
included
in
the
other
relevant
documents
filed
with
the
SEC
when
they
become
available.