Edgar Filing: OMX AB

425 Filing

The NASDAQ Stock Market

Investor Presentation

Third Quarter 2007

Filed

The

Nasdaq

Stock

Market,

Inc.

pursuant

Rule

425

under

the

Securities

Act

1933,

amended,

and

deemed

filed

pursuant

Rule

14a-12

under

the

Securities

Exchange

Act

1934,

amended.

Subject

Company:

OMX

(Commission

File

No.

132-02618)

Set

forth

below

are

excerpts

from

updated

Investor

Presentation

The

Nasdaq

Stock

Market,

Inc.

(“Nasdaq”),

which

excerpts

relate

the

potential

combination

Nasdaq

and

OMX

AB:

Forward Looking Statement

Forward-looking statements in this Investor Presentation are subject to known and unknown risks, uncertainties and other factors which may cause

our actual results, performance or achievements to be materially

different from any future results, performance, or achievements

expressed or

implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous

assumptions. Words such as “anticipates,”

“estimates,”

“expects,”

“projects,”

“intends,”

“plans,”

“believes”

and words or terms of similar substance

used in connection with any discussion of future operating results or financial performance identify forward-looking statements. These include,

among others, statements relating to the timing and benefits of strategic initiatives.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the

following factors: (i) the issuer's operating results may be lower than expected; (ii) the issuer's ability to implement its strategic initiatives and any

consequences from its pursuit of its corporate strategy; (iii) competition, economic, political and market conditions and fluctuations, including

interest rate risk; (iv) government and industry regulation; (v)

adverse changes that may occur in the securities markets generally; or (vi) any loss

by the issuer of significant trading volume or listed companies.

Most of these factors are difficult to predict accurately and are generally beyond the issuer's control. You should consider the

uncertainty and any risk

resulting from such uncertainty in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place

undue reliance on these forward-looking statements, which speak only as of TODAY’S

date. Readers should carefully review OUR PUBLIC FILINGS

WITH THE SEC, INCLUDING OUR MOST RECENT FORM 10-K AND FORM 10-Q, including, but not limited to, the SECTIONS ENTITLED “RISK

FACTORS,”

“Management’s Discussion and Analysis of Financial Condition and Results of Operation,”

financial statements and the accompanying

notes. Except for our ongoing obligations to disclose material information under the federal securities laws, the issuer undertakes no obligation to

release publicly any revisions to any forward-looking statements, to report events or to report the occurrence

of unanticipated events. For any

forward-looking statements contained in any document, the issuer claims the protection of the safe harbor for forward-looking statements contained

in the Private Securities Litigation Reform Act of 1995.

Non-GAAP Information

In addition to disclosing results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), NASDAQ also discloses certain

non-GAAP results of operations, including total expenses, operating income, net income and diluted earnings per share, that exclude certain charges

that are described further in this presentation and in the reconciliation table of non-GAAP to GAAP information provided at the end of this

presentation. Management believes that this non-GAAP information provides investors with additional information to assess NASDAQ's operating

performance by excluding these costs and assists investors in comparing our operating performance to prior periods. Management uses this non-

GAAP information, along with GAAP information, in evaluating its

historical operating performance. The non-GAAP information is not prepared in

accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be

viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. OMX and

NASDAQ caution 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

benefits of the Offer, the proposed business combination transaction involving NASDAQ and OMX, including estimated revenue and cost synergies, the

Combined Group’s plans, objectives, 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 www.sec.gov. and

in OMX’s

filings with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") including its annual report for 2006, which is

available on OMX’s

website at http://www.omxgroup.com. The parties undertake no obligation to publicly update any forward-looking statement,

whether as a result of new information, future events or otherwise.

Notice to OMX shareholders

While the Offer is being made to all holders of OMX shares, this

document does not constitute an offer to purchase, sell or exchange or the solicitation

of an offer to purchase, sell or exchange any securities of OMX or an offer to purchase, sell or exchange or the solicitation of

an offer to purchase, sell

or exchange any securities of Nasdaq in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not

be made in compliance with the laws of such jurisdiction. In particular, the Offer is not being made, directly or indirectly, in or into Australia, Canada,

Japan or South Africa. While NASDAQ reserves the right to make the Offer in or into the United Kingdom or any other jurisdiction pursuant to

applicable exceptions or following appropriate filings and prospectus or equivalent document publication by NASDAQ in such jurisdictions, pending

such filings or publications and in the absence of any such exception the Offer is not made in any such jurisdiction.

Additional Information About this Transaction

On August 7, 2007, NASDAQ filed with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of NASDAQ that

also constitutes a prospectus of NASDAQ. Investors and security holders are urged to read the preliminary

proxy statement/prospectus

and the definitive proxy statement/prospectus when it becomes available, as well as other applicable documents regarding the

proposed business combination transaction, because those documents contain, or will contain, important information. You may obtain

a free copy of those documents and other related documents filed

by NASDAQ with the SEC at the SEC's

website at www.sec.gov. The

proxy statement/prospectus and the other documents may also be obtained for free by accessing NASDAQ's website at

http://www.nasdaq.com

and OMX's

website at http://www.omxgroup.com.

NASDAQ and its directors and executive officers and other members of management and employees may be deemed to be participants in the

solicitation of proxies from NASDAQ stockholders in respect of the transactions described in this communication. You can find information about

NASDAQ's executive officers and directors in NASDAQ's definitive

proxy statement filed with the SEC on April 20, 2007. You can obtain free copies of

these documents and of the proxy statement/ prospectus from NASDAQ by accessing NASDAQ's website at http://www.nasdaq.com. Additional

information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents

filed with the SEC when they become available.

Additional Disclaimers

Leveraging Proven Strengths to Grow Profits

Opportunities

•

Growth in Equity Trading

•

Options Trading

•

Portal Market

•

Expanding Value-added Issuer

Services

•

Global expansion and consolidations

•

Technology Leadership

•

Customer Focus

•

Efficient Operator

•

Proven Integrator

Strengths

combination

Leading global securities exchange

World leading technology provider

Global visibility for issuers

Competitive derivatives market offering

Enhanced strategic opportunities

Significant synergy potential

Leading U.S. exchange

#1 in U.S. IPOs

and

transaction volume

Leading global brand

World’s most efficient

trading engine

Efficient Operator

Successful integrator

Industry Leading Innovators are Combining

Group

Home to leading

companies

World’s leading exchange

technology provider

largest equity

derivatives exchange

Track record of successful

cross-border integration

The

100,000

200,000

300,000

400,000

500,000

600,000

700,000

2003

2004

2005

2006

2007

Derivatives,

no of contracts/day

Equity turnover,

$ bn/day

(3)

OMX is a leading European exchange with strong

momentum

100

150

200

250

300

2004

2005

2006

2007

OMX equity and derivatives trading volume

(1)

OMX operating profit

(2)

(1)

Source: OMX. Data for 2007 for January 1–June 30

(2)

Source:

Company

data.

IFRS

financials

only

available

from

2004

onwards.

Data

for

2007

based

annualized

1H2007,

includes

non-recurring gain of SEK101mm related to sale of shares in Orc

Software

(3)

Based on SEK/$ exchange rate of 6.665 as of July 11, 2007

The Combination Creates an Exchange Company with

Multi-Asset, Multi-Service Capabilities Across the Globe

Cash Equities

Derivatives

Commodities

Derivatives

Commodities

OTC

Companies

Warrants,

ETF’s

Funds

Bonds

Corporate

Client

services

Dissemination

Equities

Derivatives

Market

Analytics

Market Data

Cash

Equities

Derivatives

Mutual

Funds

Commodities

License

Facility

Management

Network

Business

Process

Outsourcing

(BPO)

Trading

Clearing

Listing

Information

Services

Global

Technology

NASDAQ OMX will have Geographic and Product

Diversification

Asia/Australia

55%

Nordic

26%

Rest of Europe

14%

Revenues by Region

Revenues by Product Segment

Cash trading

31%

Listings

21%

Market data

18%

Derivatives

Technology

17%

Other

Source: 2006 NASDASQ and OMX data. Represents Pro-forma revenues

Note: OMX revenues converted at SEK/$ exchange rate of 6.665 as of July 11, 2007

NASDAQ OMX Will Create the World’s Premier Listing

Exchange

#1 in global listing (3,936 listings)

(1)

#2 in market capitalization of listed

companies ($5.5 trillion)

(1)

Diverse listings across all sectors

3,936

3,896

3,525

3,447

3,273

1,896

1,706

1,196

761

2,425

NASDAQ OMX

Group

TSX Group

NYSE/Euronext

BME

London

Tokyo SE

Australian

Exchange

Korea

Exchange

Hong Kong

Exchanges

Deutsche

Boerse

Sources:

(1) World Federation of Exchanges. As of 06/30/2007

(2)

NYSE

Euronext

June

data

from

July

10,

2007

press

release

Total Number of Listings of Major Exchanges

(1,2)

Health Care

16%

Telecom. & Info.

Technology

25%

Financials

24%

Industrials

13%

Energy & Utilities

Consumer

16%

Materials

Sectors

: A Highly Synergistic Combination

Shared Management

Vision

Relentless focus on continuous

innovation and growth

Shared Strategy of

Developing World Class

Technology as a

Competitive Strength

Shared Commitment to

Delivering Growth and

Creating Shareholder

Value

•

YOY net income growth of 238% in

2Q ’07

•

11 consecutive quarters of net

revenue growth

•

4 year operating profit CAGR of

77%¹

•

Focus on cost efficiency

Excludes discontinued operations

•Industry leading execution speeds

•Multi-asset processing capability

•High capacity levels

•Highly efficient operations

Market Technology Partners and Customers in more than

50 countries

Approx. $150M in Net Revenue and Cost synergies

Cost

(1)

Synergies

$100M

Revenue

(1)

Synergies

$50M

Transaction Services

Operations & Technology

European sales of NASDAQ products

U.S. broker-dealers buy OMX data

New products including index data feeds

Increased velocity on OMX’s platform

Increased derivatives volume

Capitalizing on regulatory change

Dual listings

Access to U.S. private placement market via Portal

Higher share of growth in company listings

Cross-selling of Corporate Client Services

Integrate systems and platforms

Merging US operations

Leverage Genium platform

Consolidate real estate

Rationalization of overlapping functions and

services

Information Services

Issuer Services

Non-Technology

(1)

One-off pre-tax costs to achieve synergies are expected to be $150M over 2 years

Proven Integration Capabilities

BRUT

2004

Carpenter Moore 2005

INET 2005

Shareholder.com 2006

Prime Zone 2006

Reykjavik 2006

Computershare MT 2006

Copenhagen 2005

Vilnius 2004

Tallinn 2003

Riga

2003

Helsinki

2003

Directors Desk 2007