Edgar Filing: OMX AB

425 FILING

Integrity, Innovation, Growth

September 2007

Filed by The Nasdaq

Stock Market, Inc.

pursuant to Rule 425 under the Securities Act

of 1933, as amended, and deemed filed

pursuant to Rule 14a-12 under the Securities

Exchange Act of 1934, as amended.

Subject Company: OMX AB

(Commission File No. 132-02618)

Set

forth

below

presentation

relating

the

potential

combination

Nasdaq

and

OMX

used

Robert

Greifeld,

the

Chief

Executive

Officer

and

President of The Nasdaq

Stock Market, Inc. (“Nasdaq”), and Adena

Friedman, Executive Vice President of Nasdaq, in meetings

with

investor groups in

Denmark on September 12, 2007:

Growth of the Nordic Exchange as European Financial

Leader

The combination of OMX and NASDAQ provides the best opportunity for the Nordic

Exchange and the Nordic economies to continue to thrive as competition intensifies,

benefiting direct users of the Nordic Exchange.

•

Increase

capital

committed

the

Nordic

marketplace

and

develop

liquidity

through a NASDAQ -

Nordic Exchange broker-dealer membership program.

•

Promote the Nordic Exchange as the natural European destination for all

companies through increased dealer participation.

•

Enhance the home market listing experience of Nordic Exchange-listed companies

with high added value services.

•

Increase listed companies’

visibility and access to the U.S. marketplace through

institutional investor programs and distribution of Nordic Exchange market data to

U.S. investors.

•

Preserve the Nordic Exchange’s regulatory integrity, autonomy, and structure

Liquidity

Greater

Scale

Increased

Visibility

Meeting Agenda

NASDAQ OMX Combination

Preservation of Regulatory Structure

Benefits to the Nordic Exchange Stakeholders

NASDAQ OMX Organizational Structure

Appendix

Benefits to the Nordic Exchange Stakeholders

Leading Innovators are Combining to Benefit the

Nordic Exchange

The combination will enhance the Nordic Exchange’s competitiveness both within the

European marketplace and globally and bring benefits both to listed companies and market

participants.

For discussion purposes only.

Enhance Brokers’

and Banks’

Competitiveness and

Opportunities Under MiFID

With MiFID, the European financial markets will become less regional and more Pan-

European, with each European exchange and financial capital striving to meet the

resulting challenges and to take advantage of new opportunities.

Together, OMX and NASDAQ will be positioned to chart new ground in market structure and

technology, to thrive under MiFID and keep the center of liquidity close to home.

•

Utilize routing technology to offer access to markets throughout

Europe.

Routing

Features and

Functionality

•

Incorporate and add functionality to reduce risk, improve liquidity

and efficiency and save members’

investment in IT.

Dealer Support

•

Continue to support off-board dealing with trade reporting, risk-

management and post-trade tools.

Scalable

Platform

•

Meet demands of brokers and bankers by providing a fast, reliable,

high-capacity and highly scalable trading platform.

Low Cost

Provider

•

Strong mutual incentive to control costs.

Low costs drive more

volume.

Win-win for brokers, bankers, and exchange.

A Trading Platform for Growth in a Competitive Environment

Combining unsurpassed connectivity with a fast, reliable, and high-capacity

trading platform to be the leader in a highly competitive European market.

Stocks

Broker 1

AMEX

NYSE

CBOE

Broker 4

Bonds

Futures

New York

Frankfurt

London

Stockholm

Milan

Paris

Helsinki

Options

Broker 3

Broker 2

Copenhagen

Amsterdam

Nordic Exchange companies will gain additional visibility, branding and marketing opportunities,

which will enhance their experience on their home market and drive additional international

investor liquidity to the Nordic Exchange as a highly desirable European listing venue.

Provide Nordic Companies Greater Exposure to Investors

•

Enhance and expand the largest and most highly regarded

institutional investor programs for Nordic Exchange companies

through:

Tailored programs specific to Nordic Exchange-listed companies and their sectors

Expansion of U.S. investor program to drive U.S. institutional investor interest in Nordic

Exchange companies

Investor

Programs

MarketSite

Market

Information

•

Provide unique visibility to reach potential investors and

customers through:

>Market

Open

and

ceremonies

are

aired

every

day

national

and

international

media outlets including: CNBC, CNN, Fox News, Bloomberg TV, Reuters TV, and

others

>Access to the center for press conferences and interviews, listing anniversaries,

product announcements, and analyst and investor meetings.

•

Offer broader and deeper information to investors world-wide

through:

Expanded coverage through combined data distribution channels

Sophisticated

analytical

tools

build

additional

interest

from

trading

and

investment community

Promotion of the Nordic Exchange as a global index provider and Pan-European

derivatives market

Enhance Nordic Exchange Companies’

Listing Experience

on their Home Market

The various

investor

relations

and

corporate

governance

product

and

services

will

assist

Nordic Exchange companies in being more efficient and effective.

•

Provides suite of investor relations communications

and corporate

governance

services

helping stakeholders evaluate and reaffirm their

investment decisions.

Board Recruiting

Directors Desk

Shareholder.com

Pinpoint

Intelligence

•

Synchronizes capital market information, targeting, contact management

and reporting data delivering unprecedented insight into the factors affecting

shareholder value.

•

Electronic database of potential director candidates, designed to assist

companies identify board nominees in a cost-effective and timely manner.

•

Electronic board books assisting companies centralize documents,

communication, and processes for board members and corporate executives

to capture efficiencies in increasingly complex and challenging board

workflow processes.

•

Delivers corporate news releases and multimedia content to a global

network of thousands of media outlets, investment community members,

databases, websites and web portals.

PrimeNewswire

The NASDAQ OMX Group:

Preservation of the Nordic Exchange’s

Regulatory Integrity, Autonomy, and Structure

•

No regulatory spill-over

•

Only companies registered with the U.S. Securities and

Exchange Commission (SEC) are subject to U.S. securities laws

and disclosure requirements

Preservation of the Nordic Exchange’s Regulatory

Integrity, Autonomy, and Structure

The SEC Commitment to Non-Interference

•

June

2006,

the

SEC

issued

“fact

sheet”

designed

specifically

reassure

the

public that U.S. ownership of non-U.S. exchanges would not result in automatic

application of U.S. securities laws to the listing or trading activities of the non-U.S.

exchange.

•

See:

http://www.sec.gov/news/press/2006/2006-96.htm

•

On 8 August 2007, SEC Chairman Christopher Cox sent a letter directly to the

Director-General of the Swedish FSA, Mrs. Ingrid Bonde, reaffirming the continued

applicability of the statements in the June 2006 fact sheet.

The NASDAQ OMX Transaction:

Creation of The NASDAQ OMX Group

A Global Exchange Company with Multi-Asset, Multi-

Service Capabilities

•

Cash Equities

•

Derivatives

•

Commodities

•

Bonds

•

Funds

•

Derivatives

•

Commodities

•

OTC

•

Companies

•

Warrants,

ETFs

•

Funds

•

Bonds

•

Corporate

Client

services

•

Dissemination

•

Equities

•

Derivatives

•

Market

Analytics

•

Indexes

•

Market Data

•

Cash Equities

•

Derivatives

•

Mutual Funds

•

Commodities

•

License

•

Facility

Management

•

Network

•

Business

Process

Outsourcing

(BPO)

Trading

Clearing

Listing

Information

Services

Global

Technology

Highlight: World’s Premier Listing Exchange

•

global

listings

(3,991

listings)

(1)

•

#2 in market capitalization of listed

companies ($5.5 trillion)

(2)

•

Diverse listings across all sectors

3,903

3,525

3,458

1,914

1,717

1,206

755

2,417

3,301

3,991

NASDAQ OMX

Group

TSX Group

NYSE/Euronext

BME

London

Tokyo SE

Australian

Exchange

Korea Exchange

Hong Kong

Exchanges

Deutsche Boerse

Sources:

(1) NASDAQ and OMX databases. As of 08/31/2007

(2) World Federation of Exchanges. As of 07/31/2007

(3) NYSE Euronext June data from July 10, 2007 press release

Total

Number

Listings

Major

Exchanges

(1,2,3)

Sectors

Telecomunication

Services &

Information

Technology

25%

Industrials

13%

Financials

24%

Energy/Utilities

Consumer

16%

Materials

Health Care

16%

Highlight: Global Market

The NASDAQ OMX Group:

Organizational Structure

Post-Closing NASDAQ OMX Group Structure

The NASDAQ OMX Group, Inc.

OMX Technology AB

The NASDAQ Stock

Market LLC

OMX AB

Other Corporate

Subsidiaries

OMX

Nordic Exchange Group Oy.

Other Corporate

Subsidiaries

OMX Technology

Subsidiaries

Around the World

Vilnius Stock Exchange &

Lithuanian CSD

OMX Broker

Services AB

OMX Nordic Exchange Stockholm

Tallinn Stock Exch. & Estonian CSD

OMX Exchanges Holding

Denmark A/S &

OMX Nordic Exchange Copenhagen

Riga Stock Exch. & Latvian CSD

OMX Nordic Exchange Helsinki

OMX

Nordic

Exchange

Iceland

Icelandic

CSD

(Interest

held through Icelandic Holding Company)

NASDAQ OMX Organizational Structure: Business Areas

Board

of Directors

President

Magnus Böcker

Indicates business

lines reporting to OMX

Management or are

existing OMX

Management retaining

a high-level position

in the new

organization

Markus

Gerdien

Market

Technology

Carl-Magnus

Halberg

Operations

Anna

Ewing

Software

Development

Bruce

Aust

Corporate Client

Group

Marcia

Barris

Corporate

Services

Bob

McCooey

Capital

Markets

Transaction Services

U.S.

Chris

Concannon

Transaction Services

Nordics

Hans-Ole

Jochumsen

Jukka

Ruuska

European Growth

Markets

Market

Data

Adena

Friedman

Financial

Products

John

Jacobs

CEO

Bob Greifeld

Board will consist of 15 directors:

•

5 individuals from (or proposed for

nomination by) OMX’s Board of

Directors;

•

9 individuals from (or nominated by)

NASDAQ’s Board of Directors, and

•

NASDAQ’s Chief Executive Officer

Q&A

Appendix

NASDAQ Listings Cover the World

NASDAQ is a global brand and a global market, where 339 non-U.S. companies from

35 countries list and actively trade.

Israel

Canada

China

United Kingdom

Hong Kong

Australia

Japan

Greece

Taiwan

Singapore

Top 10 Non-U.S. Countries

by Listings

Issuers Demand Liquidity

Outstanding market performance offered at a low cost attracts investors and traders

building a deep and liquid market for listed companies.

July 2007 Annualized Velocity

328%

175%

158%

216%

149%

119%

191%

211%

50%

100%

150%

200%

250%

300%

350%

NASDAQ

LSE

NYSE

OMX

NXT

DBAG

Borsa Italiana

BME

Data Source: World Federation of Exchanges website as of 31/07/07.

Experienced in Growing Volumes and Market Share

•

Structural changes, including Regulation NMS, are providing opportunities for

volume growth and competition for trading NYSE-listed stocks.

•

In a highly competitive market environment, NASDAQ has thrived and continually

grown:

•

NASDAQ is now the single largest pool of liquidity for trading cash equities in the U.S.

•

CAGR in average daily matched volume for the past 6 quarters is 27%

1.12

1.31

1.35

1.34

1.56

1.61

1.27

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

Average Daily U.S. Equity Matched Volume

NYSE-Listed Matched Market Share

(billions)

Represents average daily share volume for U.S. equities matched on NASDAQ execution systems

19.4%

10%

15%

20%

25%

Jun-05

Nov-05

Apr-06

Sep-06

Feb-07

Jul-07

1.69

2.03B

2003

2004

2005

2006

0.0011

$0.00060

2003

2004

2005

2006

NASDAQ’s execution fees

have dropped 45%

Notes: Execution capture fee equals (total execution revenue / total share volume executed on NASDAQ’s electronic systems)

Volume measured in shares traded in NASDAQ-listed securities

Source: NASDAQ Databases

Dedicated to Low Execution Prices

While NASDAQ-listed share volumes

have grown 20%

In a highly competitive environment, NASDAQ continues to thrive and grow volumes and

market share

Major Stocks Trade Better on NASDAQ

2.4

1.9

1.5

1.0

2.1

2.4

2.5

3.2

3.7

$100 to $250

$250 to $500

$500 to $1,000

$1,000 to $5,000

$5,000 to $50,000

Dollar Value of Float (Millions)

•

Spread

directly impacts investor

cost

•

Tighter spreads lead to lower costs

which make available more

investor capital for investment

allocation

See appendix for footnotes. NASDAQ data represents NASDAQ Execution Centers

Source: Market Systems, Inc.,

NASDAQ

NYSE

NASDAQ outperforms auction based exchanges on independent SEC mandated Order

Execution Rule (605) measures, which compares execution quality among market centers using

uniform statistics.

$136,065

$22,888

$6,154

$3,142

$925

$834

$3,126

$6,276

$22,280

$102,998

$100 to $250

$250 to $500

$500 to $1,000

$1,000 to $5,000

$5,000 to $50,000

Dollar Value of Float (Millions)

•

Greater liquidity

enhances

trading

•

More stock can be bought or sold on

NASDAQ without impacting the

price

Average Effective Spread (Cents)

Amivest

Liquidity (000's)

Strong Momentum in Listings

Data source: FactSet Research Systems, 31/01/07.

More companies are moving to NASDAQ

Large

companies

are now

switching to

NASDAQ and

over 99% of

NASDAQ

listed

companies

are choosing

to maintain

their NASDAQ

listing.

Total Transfers to NYSE

Total Dual Lists to NASDAQ

Total Transfers to NASDAQ

Total Market Capitalization ($ billion)

$45.9

$260.2

2004 - 2007 YTD

Switch

Comparison

2000

2001

2002

2003

2004

2005

2006

2007*

397

170

139

137

2000

2001

2002

2003

2004

2005

2006

2007*

NASDAQ

NYSE

Since 2000, over 76% of all companies that have done an IPO on the leading U.S. exchanges have

chosen NASDAQ.

All NASDAQ and NYSE IPOs

All International NASDAQ and NYSE IPOs

NASDAQ

NYSE

Includes

common

stocks,

ADRs,

and

GDRS.

end

funds,

REITS,

and

trusts

are

excluded.

Source:

EquiDesk,

FactSet

Research

Systems,

Inc.,

Bloomberg,

and

NASDAQ

Economic

Research.

Data

25/06/07.

Low Listing Fees

Initial Listing Fees

•

NASDAQ has lower initial fees than the NYSE for all

levels of shares outstanding.

•

An IPO of 50 million shares on NASDAQ will pay 50%

less in initial listing fees than the same sized

company listing on the NYSE.

Annual Listing Fees

•

NASDAQ companies pay substantially less annually

than companies with the same number of shares

outstanding on the NYSE.

•

A NASDAQ listed company with 300 million in TSO

will save almost $1 million after five years in annual

listing fees. A NASDAQ company with 600 million in

TSO will save over $2 million after five years.

$50,000

$100,000

$150,000

$200,000

$250,000

$300,000

$100,000

$200,000

$300,000

$400,000

$500,000

100

150

200

250

300

350

400

450

500

NASDAQ

NYSE

Total Shares Outstanding (Millions)

Original Listing Fees

Total Shares Outstanding (Millions)

Annual Listing Fees

Domestic original listing fees. Note: Includes a one-time charge of $37,500 for NYSE and $5,000 for NASDAQ’s Global Market. NASDAQ, NYSE, March 2007.

NASDAQ has lower initial and annual listing fees for all levels of shares outstanding.

NASDAQ -

Delivering Performance and Improving Profits

100

120

3Q05

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

10%

20%

30%

40%

50%

60%

Operating Income

Operating Margin

104.1%

49.8%

24.4%

Operating Margin

238.0%

$56.1

$16.6

Net Income

172.7%

99.0

41.8

Operating Income

(26.0)%

99.7

134.8

Total Expenses

16.1%

198.7

171.1

Net Revenue

% Var

2Q07

2Q06

•

Net revenue has increased for

consecutive

quarters

–

overall

growth of 73.1%

•

Operating margins have improved

dramatically –

(7.8)% in 3Q04 to

49.8%

in 2Q07

Net Revenue

100

150

200

250

3Q04

1Q05

3Q05

1Q06

3Q06

1Q07

NASDAQ has successfully delivered on financial and operating objectives resulting in improved

performance and profitability

FINRA

NOT FOR-PROFIT

NO OWNERSHIP INTEREST IN NASDAQ

Two Independent Boards / Functional and Legal Separation

NASDAQ Board

Board Structure

Business Structure

Regulatory Structure

NASDAQ Board

Business or Business-Related

Regulatory or Regulatory-Related

SYMBOL AND COLOR KEY

FINRA Board

23 Members

21 Independent

FINRA/NASDAQ

Market

Regulation

FINRA/NASDAQ

Enforcement

FINRA/NASDAQ

Member

Regulation

FINRA/NASDAQ

Arbitration

Adjudication and Policy

(1) Assessment of Regulatory Controls

FINRA / NASDAQ –

Independent Regulatory and Advisor

Structure

Listing

Council

Oversight

Real Time

Market Watch

OGC

Listing

Qualifications

Transaction

Services

Data

Products

Corporate

Client Group

Legal Regulatory

General Counsel

Chief Regulatory Officer

Regulatory

Oversight

Committee

NASDAQ

Exchange

Board LLC

CEO

MORC

Oversight

NASDAQ Board

13 Members

12 Independent

Non-Executive Chair

Audit

Committee

Internal Audit

Review

Council

NASDAQ

Holdco

Board

NASDAQ Board

13 Members

12 Independent

Non-Executive Chair

Audit

Committee

(1)

NASDAQ

Quality of

Markets

Issuer

Affairs

Tech.

Advisory

Legal

Compliance

Advisory