Nasdaq stockholders approve share issue in OMX deal

Source: Nasdaq

The Nasdaq Stock Market, Inc. (Nasdaq:NDAQ) announced that following a special shareholders meeting held today, holders of NASDAQ voting securities have approved the issuance of 60,561,515 shares of NASDAQ Common Stock in connection with its transaction with OMX AB and Borse Dubai Limited.

Additionally, shareholders approved an amendment to NASDAQ's Restated Certificate of Incorporation to change its name to "The NASDAQ OMX Group, Inc." upon completion of its acquisition of OMX.

"Today's vote is another important milestone as we move toward the completion of a transaction that will be transformational for NASDAQ," said Bob Greifeld, President and Chief Executive Officer of NASDAQ.

Pursuant to the Transactions, Borse Dubai will conduct an offer for all of the outstanding shares of OMX, and once complete, will sell the OMX Shares acquired in the Borse Dubai Offer or otherwise owned by Borse Dubai to NASDAQ in exchange for (i) up to SEK 12,582,952,392 in cash and (ii) 60,561,515 shares of Nasdaq Common Stock. As required by NASDAQ's certificate of incorporation, Borse Dubai's voting rights in respect of the Nasdaq Common Stock it holds will be limited to a maximum of 5% of our fully diluted outstanding share capital.

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