The Nasdaq OMX Group, Inc. ("NASDAQ OMX") (Nasdaq:NDAQ) has agreed to repurchase from Borse Dubai approximately 22.78 million shares of common stock for $21.82 per share for an aggregate purchase price of approximately $497 million, representing approximately 11.5% of its total outstanding shares.
The transaction completes, expands and accelerates the purchase by NASDAQ OMX of its shares pursuant to its previously announced share repurchase plan.
Borse Dubai also has agreed to sell in a private transaction 8 million shares of common stock of NASDAQ OMX to Nomura International PLC as the buyer under the NASDAQ OMX Sale agreement.
Nomura agreed, under a forward sale agreement, to sell 8 million shares of NASDAQ OMX common stock to Investor AB, subject to regulatory approval. To the extent the agreement is physically settled, Investor AB's ownership of NASDAQ OMX shares of common stock will increase to 17,400,142 shares.
The sale by Borse Dubai of slightly more than half of its investment in NASDAQ OMX (30.78 million shares) will raise substantial proceeds to meet Borse Dubai's debt obligations maturing in February 2011.
NASDAQ OMX intends to raise $370 million in the bond market to finance the transaction. NASDAQ OMX management is committed to maintaining its investment grade status with both S&P and Moody's.
Bob Greifeld, Chief Executive Officer of NASDAQ OMX, said: "Our repurchase of shares from Borse Dubai is an excellent transaction for both parties. It allows us to be opportunistic and accelerate our share repurchase plans while delivering significant accretion to our shareholders. The financing gives us sufficient capacity to fund the buyback, while maintaining strategic and operational flexibility. After the transaction, Borse Dubai will continue to hold a significant investment in NASDAQ OMX, demonstrating its desire to remain a committed long-term shareholder. We are pleased by the confidence Investor AB has shown in NASDAQ OMX by increasing its holding to become a leading and engaged shareholder."