Agreement signed regarding the combination of Copenhagen Stock Exchange and OMX OMX AB (publ) (OMX) and Copenhagen Stock Exchange A/S (CSE) have today signed a Combination Agreement regarding the combination of OMX and CSE, as agreed in the Letter of Intent that was signed and communicated in a press release dated November 15, 2004. The proposed combination of the two companies will provide benefits for the customers issuers, members and investors through increased liquidity, efficient member access and a broader range of services. The combination is also expected to provide benefits for the shareholders through cost synergies as well as an expected higher activity on the cash and derivatives markets over time, resulting in increasing revenues for the combined entity. The combination shall be effected through an offer (the Offer) by OMX to CSEs shareholders to acquire all outstanding shares of CSE. In conjunction with the publication of the formal Offer through a prospectus in late December 2004, a new press release will be issued including inter alia preliminary pro forma financial information of the combined company. Through the Offer OMX will offer 42.7448 newly issued shares in OMX in exchange for each CSE share or a cash consideration of DKK 3,050 per CSE share, or a combination thereof (see Main Terms of the Offer below for more details). The Offer will be based on a total value of all issued CSE shares of DKK 1,220 million, including net cash of DKK 258 million in CSE as of September 30, 2004. The combination is supported by several of the major shareholders of CSE, including Danske Bank, Nordea, Sydbank, Amagerbanken, Alfred Berg Bank, Jyske Bank, Alm. Brand Bank, Carnegie, SEB, Handelsbanken, Nykredit, Realkredit Danmark, BRFkredit, Carlsberg, Danisco, TDC and Oslo Børs, which, together with the shares already owned by OMX and CSEs own shares, represent more than 66.7 percent of the shares of CSE. This level of support exceeds the threshold where OMX may unilaterally decide to consummate the Offer (see Conditions to the Offer below for more details). The Board of Directors of CSE recommends that the CSE shareholders accept the Offer and will further outline its views on the Offer to the shareholders in conjunction with the publication of the formal Offer. The Board of Directors of OMX recommends that the OMX shareholders vote for the necessary resolutions at the extraordinary general meeting planned to be held in the beginning of February, 2005. Main Terms of the Offer The combination will be effected through an offer by OMX to CSEs shareholders to acquire all outstanding shares in CSE in exchange for newly issued shares in OMX (the Exchange Offer), or alternatively for a cash payment (the Cash Offer) or a combination thereof. The full terms of the Offer will be presented in the prospectus. The Exchange Offer OMX will offer 42.7448 newly issued shares in OMX in exchange for each CSE share tendered. The consideration to be paid in the Exchange Offer shall be limited to a maximum number of 7,007,3471 newly issued OMX shares in case of full acceptance of the Offer, or a corresponding lower number of newly issued OMX shares in case of a lower acceptance level of the Offer. Save as set forth below, a proportionate reduction of the CSE shares tendered in the Exchange Offer will be made in the event that the above threshold has been exceeded, and any surplus CSE shares shall then be deemed tendered in the Cash Offer. CSE shareholders holding five or less than five shares in CSE (together representing approximately 0.05 percent of all issued shares in CSE) shall have the right to tender all their shares in the Exchange Offer without being subject to any proportionate reduction thereof. Thus, any proportionate reduction as described above shall be made amongst all other CSE shareholders tendering their CSE shares in the Exchange Offer to the extent the threshold set forth above has been exceeded. The Cash Offer As an alternative to the Exchange Offer, OMX will offer to acquire the CSE shares for DKK 3,050 in cash for each CSE share tendered. Conditions to the Offer The obligation of OMX to consummate the Offer will be conditional upon the satisfaction of the following conditions: 1. The Offer is accepted to such an extent that OMX becomes the owner of more than ninety (90) percent of all issued shares and votes in CSE. 2. The extraordinary general meeting of shareholders in OMX resolves to (a) authorize the issue of the OMX shares (b) elect the persons set forth in the Combination Agreement to the Board of Directors of OMX, effective as of the date when the Offer is declared unconditional by OMX , and (c) amend the articles of association of OMX as required on account of the combination (i.e. to the effect that OMX's Board of Directors shall consist of not less than five and not more than nine members and that the clause on publication of notices to General Meetings will be amended). 3. All necessary approvals from public authorities are obtained without any conditions or on conditions that, in the reasonable opinion of OMX, do not materially and adversely affect the Offer or the combination. 4. The Offer is not, in the reasonable opinion of OMX, wholly or in part made impossible or significantly impaired as a result of legislation, court decision, action of a public authority, or similar events in any relevant jurisdiction, which has occurred or is expected to occur, or as a consequence of any other circumstance beyond OMXs control. 5. The termination of the shareholders agreements with CSEs shareholders prior to the date when the Offer is declared unconditional by OMX. 6. The Combination Agreement has not been terminated in accordance with its terms. OMX shall have the right, subject to applicable law, to waive any of the offer conditions set forth in (1), (3) and (4) and (5) above and consummate the Offer. However, if the acceptance level as set forth in (1) above is lower than 66.7 percent, OMX may not complete the Offer without the written consent from CSEs Board of Directors. Advisory Committee CSE will continue to be a regulated company domiciled in Denmark and regulated by Danish laws and authorities. To safeguard the influence from the Danish market participants, an Advisory Committee will be established following completion of the Offer. The Advisory Committee shall advise on and be consulted in questions concerning the self- regulatory powers of CSE in general and must be consulted in material changes to the disclosure requirements for issuers of securities listed on CSE. Subject to completion of the Offer, the articles of association of CSE will be amended. According to such new articles of association, the Advisory Committee shall consist of eleven members, of which five shall be appointed by issuers on CSE (the Issuers), five by members of CSE (the Members), and a Chairman, who shall be appointed unanimously by the Issuers and the Members. Furthermore, the parties have agreed that any decision to cease to provide stock exchange services in Copenhagen shall only be valid if a majority of all the members of the Advisory Committee, as well as a majority of the Issuers representatives of the Advisory Committee and the Chairman assent to such a proposal. Timetable for the transaction The acceptance period of the Offer is expected to start on or about December 21, 2004. In connection thereto, a prospectus regarding the Offer will be distributed to the shareholders in CSE. The acceptance period is expected to expire in the beginning of February, 2005 and the Offer will be completed shortly thereafter. OMXs extraordinary shareholders meeting is expected to be held in the beginning of February, 2005. For more information, please contact: Ellen-Margrethe Soelberg, Communications Manager, CSE + 45 3377 0430 Anna Rasin, VP Marketing & Communications, OMX + 46 8 405 6612 PDF
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