DGAP-News: Statement From NASDAQ OMX
ID: 404081
11.05.2011 22:59
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NEW YORK, 2011-05-11 22:59 CEST (GLOBE NEWSWIRE) --
The NASDAQ OMX Group, Inc. (NDAQ) has issued the following statement with
regard to the ongoing antitrust process surrounding its offer to acquire the
NYSE Euronext, following its presentation at the UBS Global Financial Services
Conference in New York yesterday:
NASDAQ OMX is working closely with the Department of Justice to provide all the
necessary materials they require to conduct a thorough review of our proposed
transaction and it has also made its Hart-Scott Rodino filings. NASDAQ OMX
makes no comment on the specifics of these discussions or how they are
progressing, has received no assurances from the Department of Justice as to
the timing or outcome of the review. Comments made by NASDAQ OMX concerning
the impact of potential remedies on NASDAQ OMX are based solely upon the views
of NASDAQ OMX.
Forward-Looking Statements
Information set forth in this communication contains forward-looking statements
that involve a number of risks and uncertainties. NASDAQ OMX and ICE caution
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. Such forward-looking statements
include, but are not limited to (i) projections about future financial results,
growth, trading volumes, tax benefits and achievement of synergy targets, (ii)
statements about the implementation dates and benefits of certain strategic
initiatives, (iii) statements about integrations of recent acquisitions, and
(iv) other statements that are not historical facts. Forward-looking statements
involve a number of risks, uncertainties or other factors beyond NASDAQ OMX's
and ICE's control. These factors include, but are not limited to, NASDAQ OMX's
and ICE's ability to implement its strategic initiatives, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors detailed in
each of NASDAQ OMX's and ICE's filings with the U.S. Securities and Exchange
Commission (the 'SEC'), including (i) NASDAQ OMX's annual reports on Form 10-K
and quarterly reports on Form 10-Q that are available on NASDAQ OMX's website
at http://nasdaqomx.com and (ii) ICE's annual reports on Form 10-K and
quarterly reports on Form 10-Q that are available on ICE's website at
http://theice.com. NASDAQ OMX's and ICE's filings are also available on the SEC
website at www.sec.gov. Risks and uncertainties relating to the proposed
transaction include: NASDAQ OMX, ICE and NYSE Euronext will not enter into any
definitive agreement with respect to the proposed transaction; required
regulatory approvals and financing commitments will not be obtained on
satisfactory terms and in a timely manner, if at all; the proposed transaction
will not be consummated; the anticipated benefits of the proposed transaction
will not be realized; and the integration of NYSE Euronext's operations with
those of NASDAQ OMX or ICE will be materially delayed or will be more costly or
difficult than expected. NASDAQ OMX and ICE undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.
Important Information About the Proposed Transaction and Where to Find It:
Subject to future developments, additional documents regarding the transaction
may be filed with the SEC. This material is for informational purposes only and
does not constitute an offer to exchange, or a solicitation of an offer to
exchange, shares of common stock of NYSE Euronext.
This material is not a substitute for the tender offer statement, registration
statements, offer to exchange/prospectuses and other documents that are
intended to be filed with the SEC by NASDAQ OMX, ICE and their affiliates
regarding an exchange offer for shares of common stock of NYSE Euronext. Nor is
this material a substitute for the joint proxy statement/prospectus or any
other documents NASDAQ OMX, ICE and NYSE Euronext would file with the SEC. Such
documents, however, are not currently available. INVESTORS ARE URGED TO
CAREFULLY READ THE TENDER OFFER STATEMENT, REGISTRATION STATEMENTS, OFFER TO
EXCHANGE/PROSPECTUSES AND OTHER EXCHANGE OFFER DOCUMENTS NASDAQ OMX, ICE AND
THEIR AFFILIATES WILL FILE WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE, AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER DOCUMENTS
NASDAQ OMX, ICE AND NYSE EURONEXT WOULD FILE WITH THE SEC, IF AND WHEN THEY
BECOME AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
All such documents, when filed, are available free of charge at the SEC's
website (http://www.sec.gov) or by directing a request, in the case of NASDAQ
OMX's filings, to NASDAQ OMX at One Liberty Plaza, New York, New York 10006,
Attention: Investor Relations or, in the case of ICE's filings, to ICE, at 2100
RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor
Relations; or by emailing a request to ir@theice.com.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Participants in the Solicitation:
NASDAQ OMX, ICE, and their respective directors, executive officers and other
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction.
You can find information about NASDAQ OMX and NASDAQ OMX's directors and
executive officers in NASDAQ OMX's Annual Report on Form 10-K, filed with the
SEC on February 24, 2011, and in NASDAQ OMX's proxy statement for its 2011
annual meeting of stockholders, filed with the SEC on April 15, 2011.
You can find information about ICE and ICE's directors and executive officers
in ICE's Annual Report on Form 10-K, filed with the SEC on February 9, 2011,
and in ICE's proxy statement for its 2011 annual meeting of stockholders, filed
with the SEC on April 1, 2011.
Additional information about the interests of potential participants will be
included in the joint prospectus/proxy statement, if and when it becomes
available, and the other relevant documents filed with the SEC.
NDAQG
News Source: NASDAQ OMX
11.05.2011 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: The NASDAQ OMX Group, Inc.
United States
Phone:
Fax:
E-mail:
Internet:
ISIN: US6311031081
WKN:
End of Announcement DGAP News-Service
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Datum: 11.05.2011 - 22:59 Uhr
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News-ID 404081
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