On December 1, 2004, OMX and CSE signed and presented an agreement regarding the combination of the two companies, which will be made through an offer from OMX to the shareholders of CSE to acquire all outstanding shares of CSE. The main terms of the offer are:
- OMX will offer 42.7448 newly issued shares in OMX in exchange for each CSE share or cash consideration of DKK 3,050 per CSE share, or a combination thereof.
- The consideration to be paid in the share exchange offer is limited to a maximum number of 7,007,347 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.
- For more information about the offer and the conditions attached to the offer, see the press release issued on December 1, 2004.
Furthermore, the Board of Directors propose to OMX shareholders to amend the articles of association of OMX as required on account of the combination of OMX and CSE (i.e. to the effect that, among other things, OMX’s Board of Directors shall consist of not less than five and not more than eight members).
The complete agenda for the Extraordinary General Meeting will be included in the invitation to the Extraordinary General Meeting, which will also be sent out as a press release prior to the meeting.