New York, N.Y. — The Nasdaq Stock Market, Inc. (“NASDAQ®”; OTCBB: NDAQ) today announced that it has filed a Registration Statement on Form S-3 with the Securities and Exchange Commission relating to a proposed public offering of $100 million of NASDAQ's common stock, including shares that may be purchased by the underwriters to cover over-allotments, if any.
The offering will consist of shares offered by NASD and by certain other stockholders who purchased NASDAQ common stock in the 2000 and 2001 private placements, to the extent such persons choose to participate in the offering and meet certain eligibility requirements. NASDAQ and NASD anticipate providing these stockholders with additional information concerning their participation shortly after the filing of the registration statement. None of the shares are being sold by NASDAQ or by its officers or other employees and NASDAQ will not be receiving any proceeds of the offering.
Merrill Lynch & Co. and Credit Suisse First Boston are acting as joint book-running managers.
NASDAQ disclosed in the Registration Statement that it intends to apply to list its common stock on The Nasdaq National Market.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
NASDAQ® is the largest electronic screen-based equity securities market in the United States. With approximately 3,300 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks. For more information about NASDAQ, visit the NASDAQ Web site at www.nasdaq.com or the NASDAQ Newsroom at www.nasdaq.com/newsroom/.
Cautionary Note Regarding Forward-Looking Statements
The matters described herein may contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These Forward-looking statements are based on our current expectations and projections about future events, but involve a number of risks, uncertainties or other factors beyond the control of NASDAQ, which could impact the ultimate consummation of the offering, expectations with respect to the terms of the over-allotment option and the potential listing on The Nasdaq National Market. These factors include, but are not limited to, the NASDAQ'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 changes in market or other conditions that could affect our ability to consummate the offering in a timely manner, if at all. These and other risk factors are detailed in NASDAQ's Registration Statement on Form S-3 and periodic reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.
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