STOCKHOLM, Sweden, Feb. 9, 2005 (PRIMEZONE) -- On December 15, 2004, OMX AB (publ) ("OMX") submitted a voluntary and recommended offer to the shareholders of Copenhagen Stock Exchange A/S ("CSE"), according to which all shareholders were offered 42.7448 newly issued shares in OMX in exchange for each share in CSE or a cash consideration of DKK 3,050 per CSE share, or a combination thereof.
At the expiration of the offer period on Monday, February 7, 2005, 383,914 shares in CSE have been tendered under the offer. The tendered shares correspond, together with the 8,000 CSE shares already held by OMX, to an acceptance level of approximately 99.4 percent of all shares and votes in CSE, excluding the treasury shares held by CSE. The conditions for completion of the offer are thereby satisfied and the Board of Directors of OMX has decided to complete the offer. OMX will acquire approximately 18 percent of the tendered shares in CSE in exchange for newly issued shares in OMX and approximately 82 percent for cash consideration.
As a consequence of the above, the Board of Directors of OMX has, based on the authorization given by the extraordinary general meeting of shareholders on February 3, 2005, resolved to issue a maximum of 2,927,292 new shares in OMX, corresponding to an increase of the share capital by a maximum of SEK 5,854,584. The right to subscribe for the new OMX shares shall only be granted to CSE shareholders having accepted the share exchange offer, whereby the new shares shall be paid by transfer of the subscribers' CSE shares to OMX in accordance with the terms and conditions of the offer. The newly issued shares in OMX are expected to be registered on the accepting CSE shareholders' book-entry accounts on Tuesday, February 15, 2005 and trading in the OMX share is expected to commence on CSE on Wednesday, February 16, 2005. Payment to CSE shareholders having tendered their shares for cash consideration will be made on Monday, February 14, 2005.
Further, the Board of Directors of OMX has resolved to authorize the CEO of OMX to acquire additional shares in CSE for a cash consideration of DKK 3,050 per share, in order to give the CSE shareholders who have not tendered their shares in the offer the opportunity to sell such shares to OMX.
Furthermore, OMX expects to initiate compulsory redemption proceedings pursuant to section 20b of the Danish Companies Act. The redemption price to be determined in such proceedings will be paid to the CSE shareholders in cash.
From an accounting perspective, OMX will consolidate CSE as of January 1, 2005.
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://wpy.waymaker.net/client/waymaker1/WOLReleaseFile.aspx?id=70541&fn=wkr0001.pdf