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 NASDAQs 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.
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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 NASDAQs 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 NASDAQs website at http://ir.nasdaq.com and the SECs 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 NASDAQs 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, NASDAQs 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 NASDAQs 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 SECs website at www.sec.gov. The preliminary proxy statements and prospectus and the other documents may
also be obtained for free by accessing NASDAQs 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 NASDAQs executive officers and directors in NASDAQs 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 NASDAQs 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. |