Nasdaq, Inc. · NASDAQ:NDAQ
Nasdaq — NASDAQ Stock Market — Merger or Acquisition (November 2006)
17 slides from Nasdaq's merger presentation, Nov 20, 2006
Slide 1: NASDAQ Final Cash Offers for LSE
Final(1) 20 (1) competing November The Final Cash offer Cash 2006 Offers forOffers LSE iswill announced, not be revised whether except or not that subject NAL to reserves any preconditions the right to revise the Final Offers: (i) upon the recommendation of the LSE Board; or (ii) if a firm intention
Slide 2: Important notice and forward-looking statements
presentation Copies aor This Group “anticipate”, Forward-looking future government These results, assumptions statements Not Greenhill the Cash Dresdner Banc with advice 2 national by Final for presentation the Offers. of use prospects; forward-looking plc in of to distribution America Final Cash re
Slide 3: A compelling strategic and industrial combination
A compelling “The 3 combination strategic of NASDAQ and industrial and the combination London Stock Exchange brings together the two world leading fully electronic equities exchanges”
Slide 4: NASDAQ and LSE: similar strategies, complementary strengths
NASDAQ Similar Two Breadth Unite Complementary Comparable The 4 best highly deep market of partner +issuer pools experienced cultures LSEmodels strategies for of and : aliquidity the remarkable of investor with London excellence and ofmultiple complementary in attracting base, the Stock fitand two s
Slide 5: NASDAQ and LSE coming together: key statistics
Note: Two Gross 3,206 400,000 1.4 Turnover(4): 3,212 Domestic Total Average Value IPOs: 91,000 18,000 million of market listed traded: 87(5) 51 margin(1): information the information daily (Main market world’s information companies(2) capitalisation(3): $531 $8.8 $5.6 volume: Market) $526 capitalisa
Slide 6: Transaction highlights
Transaction An The Commitment A 6 combination robust proposal attractive leading most natural governance active that choice highlights global, global price tothat furthers continue global with for exchange will cross-border and international equity aLondon’s yield regulatory LSE’s premium by benefit
Slide 7: Final Cash Offers: premium to LSE share price and multiples
LSE The Ordinary A premium multiple Final(1) B Share: LSE of ofCash to 27.9x 20.1x 200 the 54% 40% share: P/E pence Offers over and 1,243 multiple 24.9x(3) 15.7x(3) the NASDAQ’s in pence cash closing of(plus adjusted EBITDA in theprice(2) cash indicative European an amount earnings forofthe 10 secto
Slide 8: Fully financed and deliverable
Fully Deliverability No NASDAQ Not Completion 8 requirement expectation subject financed will to targeted any Cash today for forother the NASDAQ Offers for submit transaction the formal first a filing shareholder regulatory quarter to to give the ofrise approvals OFT approval 2007 to any significant
Slide 9: LSE's rolling NTM P/E versus Deutsche Börse
LSE’s Rolling Deutsche 24x 22x 20x 18x 16x 14x 12x 10x NASDAQ End The Nov-06 Nov-05 Nov-04 Nov-03 +96.1% Source: 9 standalone ofshare NASDAQ NTM Next Börse stakebuilding price Twelve PER growth / Euronext performance Rule Months prospects, 2.8 approach period earnings hasassignificantly well multipl
Slide 10: Attractive offer multiples and premium to European sector
EV I/B/E/S 20.1x 22.0x 18.0x 20.0x 15.7x 14.0x EBITDA 16.0x 12.0x 10.0x P/E PE 27.9x 29.0x Premium 27.0x 25.0x 24.9x Nightingale 15.0x 17.0x 19.0x 18.8x An (1) Note: 10 multiple offer attractive /rating(1) EBITDA multiple Premium 13.6x 11.6x 24.5x atofaas offer 14% 33% 23.0x significant price of rat
Slide 11: A wide range of benefits for market constituents
A Wide OTHER TRADERS ISSUERS INVESTORS Full Largest Superior Unrivalled Ideally (1)powerful Note: 11 range ranging Mainpositioned electronic MARKET range of track player efficient benefits ofrecord Market, market liquidity to inCONSTITUENTS lead acapital Globalto rapidly ofall information further se
Slide 12: Benefits for LSE and London
Benefits Increased LSE LSE’s The NASDAQ 12 combined and head for NASDAQ strength intends office London entity to towill as remain will further seek a jointly financial be review a secondary in well drive London bethe positioned the centre promoted branding consolidation listing and LSE to as in ofle
Slide 13: Robust governance for LSE
Robust LSE Two Creation proposed location NASDAQ 13 user willGovernance of of continue have changes representatives welcomes the theits main London own to toRIE LSE be the independent Oversight run operations proposed will listing asbe a Recognised appointed standards, Committee changes board with t
Slide 14: Robust governance for LSE (cont.)
Robust FULL Executive 4 Non-Executive At 2 Chairman Audit Monitor Review Ensure Comprised London Terms Veto The NASDAQ 14Executive members least Independent right Committee LONDON set compliance Governance internal 1Oversight 5integrity member Independent out would over Directors to Board solely wou
Slide 15: NASDAQ: the best partner for LSE
NASDAQ: The NASDAQ each Both 15 best business organisations entities businesses partner and a support unique has LSE provide for strong have will the fit thefor London acombine market growth ability similar the London of Stock information potential market two competing similarly Exchange Stock struc
Slide 16: Transaction highlights
Transaction An The Commitment A 16combination robust proposal attractive leading most natural governance active that choice highlights global, global price tothat furthers continue global with for exchange will cross-border and international equity aLondon’s yield regulatory LSE’s premium by benefit
Slide 17: NASDAQ Investor Relations Centre
NASDAQ Investor Relations Centre http://ir.nasdaq.com/downloads.cfm
NASDAQ Stock Market — Merger or Acquisition (November 2006) on 6ix