UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2007
THE NASDAQ STOCK MARKET, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-32651 | 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
One Liberty Plaza, New York, New York 10006
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 401-8700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Information. |
On August 20, 2007, The Nasdaq Stock Market, Inc. (“Nasdaq”) issued a press release regarding its stake in the London Stock Exchange Group plc. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 |
Press release dated August 20, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 20, 2007 | THE NASDAQ STOCK MARKET, INC. | |||||
| By: | /s/ Edward S. Knight | |||||
| Edward S. Knight Executive Vice President and General Counsel | ||||||
Exhibit 99.1
NASDAQ Announces Review of Alternatives to Divest Its Stake in the London Stock Exchange Group plc
Monday August 20, 4:36 am ET
NEW YORK, Aug. 20, 2007 (PRIME NEWSWIRE) — The Nasdaq Stock Market, Inc. announced today that its Board of Directors has authorized the company to explore alternatives to divest its approximately 31% stake (61.3 million shares) in the London Stock Exchange Group plc (LSE). NASDAQ has retained J.P. Morgan Securities Inc. and UBS Investment Bank to assist in its review of sale alternatives.
In making the announcement, NASDAQ stated its belief that its current stock price does not adequately reflect the value of its stake in the LSE. NASDAQ will use approximately $1 billion of proceeds from any sale to retire senior term debt and intends to use the remainder to repurchase shares. NASDAQ estimates that selling the stake would increase its stand-alone earnings per share for 2008 by approximately $0.30 to $0.35.
There can be no assurance that the exploration of sale alternatives for the stake will result in any transaction. NASDAQ undertakes no obligation to make any further announcements regarding the exploration of sale alternatives. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire any shares in the capital of London Stock Exchange Group plc or NASDAQ.
Contact:
J.P. Morgan
Fernando Rivas
+1-212-622-6115
fernando.rivas@jpmorgan.com
UBS Investment Bank
Matthew Malloy
+1 212-821-3007
matthew.malloy@ubs.com
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties.
NASDAQ cautions 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, statements about the earnings impact of a possible sale transaction, expectations and intentions and other statements that are not historical facts. Additional
risks and factors are identified in NASDAQ’s filings with the U.S. Securities Exchange Commission (the “SEC”), including its Report on Form 10-K for the fiscal year ending December 31, 2006 which is available on NASDAQ’s website at http://www.nasdaq.com and the SEC’s website at SEC’s website at http://www.sec.gov. NASDAQ undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
NDAQG