© Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. 1 Integrity, Innovation, Growth September 2007 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) Set forth below is a presentation relating to the potential combination of Nasdaq and OMX AB used by Robert Greifeld, the Chief Executive Officer and President of The Nasdaq Stock Market, Inc. (“Nasdaq”), and Adena Friedman, Executive Vice President of Nasdaq, in meetings with investor groups in Denmark on September 12, 2007: |
2 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. |
3 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Growth of the Nordic Exchange as European Financial Leader The combination of OMX and NASDAQ provides the best opportunity for the Nordic Exchange and the Nordic economies to continue to thrive as competition intensifies, benefiting direct users of the Nordic Exchange. • Increase capital committed to the Nordic marketplace and develop liquidity through a NASDAQ - Nordic Exchange broker-dealer membership program. • Promote the Nordic Exchange as the natural European destination for all companies through increased dealer participation. • Enhance the home market listing experience of Nordic Exchange-listed companies with high added value services. • Increase listed companies’ visibility and access to the U.S. marketplace through institutional investor programs and distribution of Nordic Exchange market data to U.S. investors. • Preserve the Nordic Exchange’s regulatory integrity, autonomy, and structure More Liquidity Greater Scale Increased Visibility |
4 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Meeting Agenda NASDAQ OMX Combination 13 Preservation of Regulatory Structure 11 Benefits to the Nordic Exchange Stakeholders 5 NASDAQ OMX Organizational Structure 17 Appendix 21 |
5 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Benefits to the Nordic Exchange Stakeholders |
6 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Leading Innovators are Combining to Benefit the Nordic Exchange The combination will enhance the Nordic Exchange’s competitiveness both within the European marketplace and globally and bring benefits both to listed companies and market participants. For discussion purposes only. |
7 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Enhance Brokers’ and Banks’ Competitiveness and Opportunities Under MiFID With MiFID, the European financial markets will become less regional and more Pan- European, with each European exchange and financial capital striving to meet the resulting challenges and to take advantage of new opportunities. Together, OMX and NASDAQ will be positioned to chart new ground in market structure and technology, to thrive under MiFID and keep the center of liquidity close to home. • Utilize routing technology to offer access to markets throughout Europe. Routing Features and Functionality • Incorporate and add functionality to reduce risk, improve liquidity and efficiency and save members’ investment in IT. Dealer Support • Continue to support off-board dealing with trade reporting, risk- management and post-trade tools. Scalable Platform • Meet demands of brokers and bankers by providing a fast, reliable, high-capacity and highly scalable trading platform. Low Cost Provider • Strong mutual incentive to control costs. Low costs drive more volume. Win-win for brokers, bankers, and exchange. |
8 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. A Trading Platform for Growth in a Competitive Environment Combining unsurpassed connectivity with a fast, reliable, and high-capacity trading platform to be the leader in a highly competitive European market. Stocks Broker 1 AMEX NYSE CBOE Broker 4 Bonds Futures New York Frankfurt London Stockholm Milan Paris Helsinki Options Broker 3 Broker 2 Copenhagen Amsterdam |
9 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Nordic Exchange companies will gain additional visibility, branding and marketing opportunities, which will enhance their experience on their home market and drive additional international investor liquidity to the Nordic Exchange as a highly desirable European listing venue. Provide Nordic Companies Greater Exposure to Investors • Enhance and expand the largest and most highly regarded institutional investor programs for Nordic Exchange companies through: > Tailored programs specific to Nordic Exchange-listed companies and their sectors > Expansion of U.S. investor program to drive U.S. institutional investor interest in Nordic Exchange companies Investor Programs MarketSite Market Information • Provide unique visibility to reach potential investors and customers through: >Market Open and Close ceremonies are aired every day by national and international media outlets including: CNBC, CNN, Fox News, Bloomberg TV, Reuters TV, and others >Access to the center for press conferences and interviews, listing anniversaries, product announcements, and analyst and investor meetings. • Offer broader and deeper information to investors world-wide through: > Expanded coverage through combined data distribution channels > Sophisticated analytical tools to build additional interest from trading and investment community > Promotion of the Nordic Exchange as a global index provider and Pan-European derivatives market |
10 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Enhance Nordic Exchange Companies’ Listing Experience on their Home Market The various investor relations and corporate governance product and services will assist Nordic Exchange companies in being more efficient and effective. • Provides suite of investor relations communications and corporate governance services helping stakeholders evaluate and reaffirm their investment decisions. Board Recruiting Directors Desk Shareholder.com Pinpoint Intelligence • Synchronizes capital market information, targeting, contact management and reporting data delivering unprecedented insight into the factors affecting shareholder value. • Electronic database of potential director candidates, designed to assist companies identify board nominees in a cost-effective and timely manner. • Electronic board books assisting companies centralize documents, communication, and processes for board members and corporate executives to capture efficiencies in increasingly complex and challenging board workflow processes. • Delivers corporate news releases and multimedia content to a global network of thousands of media outlets, investment community members, databases, websites and web portals. PrimeNewswire |
11 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. The NASDAQ OMX Group: Preservation of the Nordic Exchange’s Regulatory Integrity, Autonomy, and Structure |
12 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. • No regulatory spill-over • Only companies registered with the U.S. Securities and Exchange Commission (SEC) are subject to U.S. securities laws and disclosure requirements Preservation of the Nordic Exchange’s Regulatory Integrity, Autonomy, and Structure The SEC Commitment to Non-Interference • In June 2006, the SEC issued a “fact sheet” designed specifically to reassure the public that U.S. ownership of non-U.S. exchanges would not result in automatic application of U.S. securities laws to the listing or trading activities of the non-U.S. exchange. • See: http://www.sec.gov/news/press/2006/2006-96.htm • On 8 August 2007, SEC Chairman Christopher Cox sent a letter directly to the Director-General of the Swedish FSA, Mrs. Ingrid Bonde, reaffirming the continued applicability of the statements in the June 2006 fact sheet. |
13 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. The NASDAQ OMX Transaction: Creation of The NASDAQ OMX Group |
14 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. A Global Exchange Company with Multi-Asset, Multi- Service Capabilities • Cash Equities • Derivatives • Commodities • Bonds • Funds • Derivatives • Commodities • OTC • Companies • Warrants, ETFs • Funds • Bonds • Corporate Client services • Dissemination • Equities • Derivatives • Market Analytics • Indexes • Market Data • Cash Equities • Derivatives • Mutual Funds • Commodities • License • Facility Management • Network • Business Process Outsourcing (BPO) Trading Clearing Listing Information Services Global Technology |
15 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Highlight: World’s Premier Listing Exchange • #1 in global listings (3,991 listings) (1) • #2 in market capitalization of listed companies ($5.5 trillion) (2) • Diverse listings across all sectors 3,903 3,525 3,458 1,914 1,717 1,206 755 2,417 3,301 3,991 NASDAQ OMX Group TSX Group NYSE/Euronext BME London Tokyo SE Australian Exchange Korea Exchange Hong Kong Exchanges Deutsche Boerse Sources: (1) NASDAQ and OMX databases. As of 08/31/2007 (2) World Federation of Exchanges. As of 07/31/2007 (3) NYSE Euronext June data from July 10, 2007 press release Total Number of Listings of Major Exchanges (1,2,3) Sectors Telecomunication Services & Information Technology 25% Industrials 13% Financials 24% Energy/Utilities 3% Consumer 16% Materials 3% Health Care 16% |
16 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Highlight: Global Market |
17 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. The NASDAQ OMX Group: Organizational Structure |
18 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Post-Closing NASDAQ OMX Group Structure The NASDAQ OMX Group, Inc. OMX Technology AB The NASDAQ Stock Market LLC OMX AB Other Corporate Subsidiaries OMX Nordic Exchange Group Oy. Other Corporate Subsidiaries OMX Technology Subsidiaries Around the World Vilnius Stock Exchange & Lithuanian CSD OMX Broker Services AB OMX Nordic Exchange Stockholm Tallinn Stock Exch. & Estonian CSD OMX Exchanges Holding Denmark A/S & OMX Nordic Exchange Copenhagen Riga Stock Exch. & Latvian CSD OMX Nordic Exchange Helsinki OMX Nordic Exchange Iceland & Icelandic CSD (Interest held through Icelandic Holding Company) |
19 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. NASDAQ OMX Organizational Structure: Business Areas Board of Directors President Magnus Böcker Indicates business lines reporting to OMX Management or are existing OMX Management retaining a high-level position in the new organization Markus Gerdien Market Technology Carl-Magnus Halberg IT Operations Anna Ewing Software Development Bruce Aust Corporate Client Group Marcia Barris Corporate Services Bob McCooey Capital Markets Transaction Services U.S. Chris Concannon Transaction Services Nordics Hans-Ole Jochumsen Jukka Ruuska European Growth Markets Market Data Adena Friedman Financial Products John Jacobs CEO Bob Greifeld Board will consist of 15 directors: • 5 individuals from (or proposed for nomination by) OMX’s Board of Directors; • 9 individuals from (or nominated by) NASDAQ’s Board of Directors, and • NASDAQ’s Chief Executive Officer |
20 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Q&A |
21 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Appendix |
22 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. NASDAQ Listings Cover the World NASDAQ is a global brand and a global market, where 339 non-U.S. companies from 35 countries list and actively trade. Israel 68 Canada 50 China 35 United Kingdom 13 Hong Kong 11 Australia 9 Japan 8 Greece 8 Taiwan 7 Singapore 6 Top 10 Non-U.S. Countries by Listings |
23 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Issuers Demand Liquidity Outstanding market performance offered at a low cost attracts investors and traders building a deep and liquid market for listed companies. July 2007 Annualized Velocity 328% 175% 158% 216% 149% 119% 191% 211% 0% 50% 100% 150% 200% 250% 300% 350% NASDAQ NASDAQ LSE NYSE OMX NXT DBAG Borsa Italiana BME Data Source: World Federation of Exchanges website as of 31/07/07. |
24 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Experienced in Growing Volumes and Market Share • Structural changes, including Regulation NMS, are providing opportunities for volume growth and competition for trading NYSE-listed stocks. • In a highly competitive market environment, NASDAQ has thrived and continually grown: • NASDAQ is now the single largest pool of liquidity for trading cash equities in the U.S. • CAGR in average daily matched volume for the past 6 quarters is 27% 1.12 1.31 1.35 1.34 1.56 1.61 1.27 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 Average Daily U.S. Equity Matched Volume NYSE-Listed Matched Market Share (billions) Represents average daily share volume for U.S. equities matched on NASDAQ execution systems 19.4% 0% 5% 10% 15% 20% 25% Jun-05 Nov-05 Apr-06 Sep-06 Feb-07 Jul-07 |
25 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. 1.69 2.03B 2003 2004 2005 2006 0.0011 $0.00060 2003 2004 2005 2006 NASDAQ’s execution fees have dropped 45% Notes: Execution capture fee equals (total execution revenue / total share volume executed on NASDAQ’s electronic systems) Volume measured in shares traded in NASDAQ-listed securities Source: NASDAQ Databases Dedicated to Low Execution Prices While NASDAQ-listed share volumes have grown 20% B In a highly competitive environment, NASDAQ continues to thrive and grow volumes and market share |
26 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Major Stocks Trade Better on NASDAQ 2.4 1.9 1.9 1.5 1.0 2.1 2.4 2.5 3.2 3.7 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 Dollar Value of Float (Millions) • Spread directly impacts investor cost • Tighter spreads lead to lower costs which make available more investor capital for investment allocation See appendix for footnotes. NASDAQ data represents NASDAQ Execution Centers Source: Market Systems, Inc., NASDAQ NYSE NASDAQ outperforms auction based exchanges on independent SEC mandated Order Execution Rule (605) measures, which compares execution quality among market centers using uniform statistics. $136,065 $22,888 $6,154 $3,142 $925 $834 $3,126 $6,276 $22,280 $102,998 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 Dollar Value of Float (Millions) • Greater liquidity enhances trading • More stock can be bought or sold on NASDAQ without impacting the price Average Effective Spread (Cents) Amivest Liquidity (000's) |
27 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Strong Momentum in Listings Data source: FactSet Research Systems, 31/01/07. More companies are moving to NASDAQ Large companies are now switching to NASDAQ and over 99% of NASDAQ listed companies are choosing to maintain their NASDAQ listing. Total Transfers to NYSE Total Dual Lists to NASDAQ Total Transfers to NASDAQ Total Market Capitalization ($ billion) $45.9 $260.2 2004 - 2007 YTD Switch Comparison 78 8 1 3 23 22 23 15 26 11 10 5 12 9 17 9 2000 2001 2002 2003 2004 2005 2006 2007* 397 63 51 56 170 139 137 77 48 34 35 23 79 71 63 31 2000 2001 2002 2003 2004 2005 2006 2007* NASDAQ NYSE Since 2000, over 76% of all companies that have done an IPO on the leading U.S. exchanges have chosen NASDAQ. All NASDAQ and NYSE IPOs All International NASDAQ and NYSE IPOs NASDAQ NYSE Includes common stocks, ADRs, and GDRS. Close end funds, REITS, and trusts are excluded. Source: EquiDesk, FactSet Research Systems, Inc., Bloomberg, and NASDAQ Economic Research. Data as of 25/06/07. |
28 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. Low Listing Fees Initial Listing Fees • NASDAQ has lower initial fees than the NYSE for all levels of shares outstanding. • An IPO of 50 million shares on NASDAQ will pay 50% less in initial listing fees than the same sized company listing on the NYSE. Annual Listing Fees • NASDAQ companies pay substantially less annually than companies with the same number of shares outstanding on the NYSE. • A NASDAQ listed company with 300 million in TSO will save almost $1 million after five years in annual listing fees. A NASDAQ company with 600 million in TSO will save over $2 million after five years. $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 0 10 20 30 40 50 60 70 $0 $100,000 $200,000 $300,000 $400,000 $500,000 0 50 100 150 200 250 300 350 400 450 500 NASDAQ NYSE Total Shares Outstanding (Millions) Original Listing Fees Total Shares Outstanding (Millions) Annual Listing Fees Domestic original listing fees. Note: Includes a one-time charge of $37,500 for NYSE and $5,000 for NASDAQ’s Global Market. NASDAQ, NYSE, March 2007. NASDAQ has lower initial and annual listing fees for all levels of shares outstanding. |
29 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. NASDAQ - Delivering Performance and Improving Profits 0 20 40 60 80 100 120 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 0% 10% 20% 30% 40% 50% 60% Operating Income Operating Margin 104.1% 49.8% 24.4% Operating Margin 238.0% $56.1 $16.6 Net Income 172.7% 99.0 41.8 Operating Income (26.0)% 99.7 134.8 Total Expenses 16.1% 198.7 171.1 Net Revenue % Var 2Q07 2Q06 • Net revenue has increased for 11 consecutive quarters – overall growth of 73.1% • Operating margins have improved dramatically – (7.8)% in 3Q04 to 49.8% in 2Q07 Net Revenue 0 50 100 150 200 250 3Q04 1Q05 3Q05 1Q06 3Q06 1Q07 NASDAQ has successfully delivered on financial and operating objectives resulting in improved performance and profitability |
30 © Copyright 2007, The NASDAQ Stock Market, Inc. All rights reserved. FINRA NOT FOR-PROFIT NO OWNERSHIP INTEREST IN NASDAQ Two Independent Boards / Functional and Legal Separation NASDAQ Board Board Structure Business Structure Regulatory Structure NASDAQ Board Business or Business-Related Regulatory or Regulatory-Related SYMBOL AND COLOR KEY FINRA Board 23 Members 21 Independent FINRA/NASDAQ Market Regulation FINRA/NASDAQ Enforcement FINRA/NASDAQ Member Regulation FINRA/NASDAQ Arbitration Adjudication and Policy Adjudication and Policy (1) Assessment of Regulatory Controls FINRA / NASDAQ – Independent Regulatory and Advisor Structure Listing Council Oversight Real Time Market Watch OGC Listing Qualifications Transaction Services Data Products Corporate Client Group Legal Regulatory General Counsel Chief Regulatory Officer Regulatory Oversight Committee NASDAQ Exchange Board LLC CEO MORC Oversight NASDAQ Board 13 Members 12 Independent Non-Executive Chair Audit Committee Internal Audit Review Council NASDAQ Holdco Board NASDAQ Board 13 Members 12 Independent Non-Executive Chair Audit Committee (1) NASDAQ Quality of Markets Issuer Affairs Tech. Advisory Legal Compliance Advisory |