STOCKHOLM, Sweden, Dec. 15, 2004 (PRIMEZONE) -- In conjunction with the offer to the shareholders of Copenhagen Stock Exchange (CSE), the Board of Directors of OMX has today decided to call an Extraordinary General Meeting of shareholders to take place on February 3, 2005 at 16.00 CET at the OMX office on Tullvaktsvagen 15 in Stockholm, Sweden. At this meeting, the Board of Directors of OMX will, among other things, present a proposal to OMX shareholders regarding a mandate to authorize to the Board to issue new shares as consideration in the offer to the shareholders of CSE.
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.
The Board of Directors of OMX will also propose to OMX shareholders to resolve on a reduction of the share premium reserve of OMX, by an amount corresponding to the amount by which the share capital and the share premium reserve will be increased following the issue of new shares as consideration in the share exchange offer. The amount by which the share premium reserve will be reduced shall be transferred to the retained profits of OMX.
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. For more information, please contact: Olof Stenhammar, Chairman of the Board of Directors +46 8 405 66 42 Anna Rasin, VP Marketing & Communications +46 8 405 66 12
ABOUT OMX -- OMX owns and operates the largest securities market in the Northern Europe and is a leading provider of marketplace services and solutions for the financial and energy markets. OMX consists of two divisions: OMX Exchanges and OMX Technology. OMX Exchanges owns and operates the stock exchanges in Stockholm, Helsinki, Tallinn, Riga and Vilnius as well as the central securities depositories in Finland, Estonia and Latvia. Through OMX Exchanges OMX offers access to 80 percent of the Nordic and Baltic securities market. OMX Technology is a world leading provider of solutions and services -- transaction technology, processing and outsourcing -- based on proven technology. OMX is listed on the Stockholm Stock Exchange and the Helsinki Stock Exchange. For more information please visit www.omxgroup.com.
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