The prospectus, including an acceptance form, will be made available in English and Danish on December 17, 2004 and be distributed by mail to all registered shareholders of CSE, other than those resident in the United States, Canada, Australia or Japan or other jurisdictions in which submission of the Offer or acceptance hereof would be in conflict with applicable legislation. Copies of the prospectus with acceptance forms will be available from Danske Bank A/S, Corporate Actions, Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark, phone +45 43 39 49 69, fax +45 43 39 49 54. The prospectus will, as of said date, also be available on OMX’s website www.omxgroup.com, CSE’s website www.cse.dk, the OMX office on Tullvaktsvägen 15 in Stockholm, Sweden and “The OMX way” on Fabianinkatu 14 in Helsinki, Finland.
The Danish-language version of the prospectus has been approved as listing particulars by the Danish Securities Council. The OMX shares are listed on the stock exchanges in Stockholm and Helsinki and OMX will, subject to completion of the Offer, seek listing on CSE. It is the intention that trading in the OMX shares on CSE will commence on or about February 16, 2005. OMX has been granted an exemption from publishing listing particulars regarding the new shares to be listed on Helsinki Stock Exchange in conjunction with the transaction.
The prospectus includes the full terms and conditions of the Offer as well as information related to, among other things, the strategy, governance and management of the combined company, expected synergies to be achieved through the combination, and financial pro forma information, of which some information is included below.
In the Offer, OMX offers to acquire all outstanding shares of CSE through offering 42.7448[1] newly issued shares in OMX in exchange for each CSE share (the “Exchange Offer”) or a cash consideration of DKK 3,050 per CSE share (the “Cash Offer”), or a combination thereof. The consideration to be paid in the Exchange Offer will be limited to a maximum number of 7,007,347[1] newly issued OMX shares in case of full acceptance of the Offer. The Offer is based on a total value of all issued CSE shares of DKK 1,220 million, including a net cash of DKK 258 million in CSE as of September 30, 2004.
The offer period will commence on December 22, 2004 and expire on February 7, 2005. The result of the Offer is expected to be announced on February 9, 2005, or no later than two stock exchange days after the expiry of the offer period. Please see the timetable below for additional dates related to the Offer.
The completion of the Offer is subject to certain conditions, including a minimum acceptance level of 90 percent. OMX has the right to complete the Offer at a lower acceptance level, but if the acceptance level is lower than 66.7 percent, OMX may not complete the Offer without written consent from the Board of Directors of CSE. The Offer is also conditional upon, among other things, the termination of the existing CSE shareholders’ agreements[2] and OMX’s shareholders authorizing the Board of Directors of OMX to issue new OMX shares as consideration in the Offer. OMX will convene an Extraordinary General Meeting to be held on February 3, 2005, to resolve on the matters necessary to complete the Offer. The Board of Directors of OMX recommends that the OMX shareholders vote for the necessary resolutions at the Extraordinary General Meeting.
Through operational efficiencies, the combination is expected to create annual pre-tax cost savings of around SEK 30 million to have full effect within three years, but with the major part having effect within two years, following completion of the transaction. In addition to cost savings, revenue synergies are also expected from, among other things, a general increase in the marketplaces’ attractiveness, cross-selling opportunities and the introduction of new products. However, certain dissynergies may also occur, due to for example harmonization of fee structures. Neither the revenue synergies nor the dissynergies have been quantified. The transaction costs are estimated at around SEK 39 million pre-tax and the restructuring costs are estimated at around SEK 60 million pre-tax. The restructuring costs will be expensed in OMX’s income statement, with the majority affecting the income statement for 2005.
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 shares already owned by OMX (2 percent) and CSE’s own shares (1.4 percent), represent more than 66.7 percent of the shares of CSE. The support letters are non-binding.
Indicative transaction timetable
| Prospectus public | December 17, 2004 |
| Offer period begins | December 22, 2004 |
| OMX financial statement 2004* | February 2, 2005 |
| CSE financial statement 2004** | February 2, 2005 |
| OMX Extraordinary General Meeting | February 3, 2005 |
| Offer period expires | February 7, 2005 |
| Announcement of result of the Offer | February 9, 2005 |
| Assuming completion of the Offer: | |
| Settlement of the Cash Offer | February 14, 2005 |
| Settlement of the Exchange Offer | February 15, 2005 |
| OMX shares commence trading in Copenhagen | February 16, 2005 |
| Settlement of fractional shares | February 21, 2005 |
* OMX’s financial statement will be published in Sweden in the form of a press release by OMX and sent by ordinary mail to all holders of shares in CSE registered on the banking date preceding the date of publication of the relevant statement in the register kept by VP to the addresses registered therein. Furthermore, copies of the financial statement will be available at the same locations where other documents relating to the Offer are available during the offer period.
** CSE’s financial statement will be published in Denmark on the website of CSE, www.cse.dk, and sent by ordinary mail to all holders of shares in CSE registered on the banking date preceding the date of publication of the relevant statement in the register kept by VP to the addresses registered therein. Furthermore, copies of the financial statement will be available at the same locations where other documents relating to the Offer are available during the offer period.
Advisors
Lenner & Partners is financial advisor and Mannheimer Swartling and Gorrissen Federspiel Kierkegaard are legal advisors to OMX.
JPMorgan is financial advisor and Kromann Reumert and Vinge are legal advisors to CSE.
For more information, please contact:
Anna Rasin, VP Marketing & Communications +46 8 405 66 12
[1] The exchange ratio and the maximum number of OMX shares to be issued have been determined based on the volume weighted average OMX share price on the Stockholm Stock Exchange during the period November 17, 2004 to November 30, 2004 of SEK 85.9027 and the average SEK/DKK exchange rate during the same period (as published in the Financial Times) of 1.2039.
[2] On December 13, 2004, CSE issued a press release titled “CSE shareholders to terminate shareholders’ agreements”, which contains information on this matter. The press release is available on CSE’s website.
