New York, NY, —The NASDAQ Stock Market, Inc. ("NASDAQ
®"; Nasdaq: NDAQ), announced today the pricing of a secondary offering of 17,246,536 shares of NASDAQ’s common stock at $9.00 per share. The offering consisted entirely of shares of NASDAQ’s common stock offered by the NASD and certain other stockholders, who purchased such shares in the company’s 2000 and 2001 private placements. Merrill Lynch & Co. and Credit Suisse First Boston acted as joint book-running managers and Citigroup, Morgan Stanley, Thomas Weisel Partners LLC and Sandler O’Neill & Partners, L.P. acted as co-managers. NASD has granted the underwriters an option to purchase up to an additional 2,586,980 shares of NASDAQ’s common stock to cover over-allotments, if any, which the underwriters may exercise within 30 days of the date of the final prospectus. None of the shares were sold by NASDAQ or by its officers or other employees and NASDAQ will not receive any proceeds from the offering.
Additionally, NASDAQ applied for and was granted a common stock listing on The Nasdaq National Market, and will commence trading on the National Market under symbol NDAQ today.
A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. The common stock offering is being made by means of a prospectus. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of these securities. Copies of the prospectus relating to the offering can be obtained from The Nasdaq Stock Market, Inc., Investor Relations, One Liberty Plaza, New York, New York 10006, (212) 401-8700.
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. 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 and U.S. and global competition. These and other risk factors are detailed in NASDAQ's Registration Statement on Form S-3, as amended, 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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