OMX’s acquisition of Iceland Stock Exchange (ICEX)

Iceland Stock Exchange to join the OMX Nordic Exchange


SEP 19, 2006 12:00AM EDT

Iceland Stock Exchange to join the OMX Nordic Exchange OMX and Eignarhaldsfelagid Verdbrefathing hf (EV), the owner of Iceland Stock Exchange (ICEX) and Icelandic Securities Depository (ISD) have signed a Letter of Intent regarding an acquisition of EV.

The transaction is the next step in realizing the vision of an integrated Nordic and Baltic securities market and establishing the OMX Nordic Exchange as a leading European marketplace. The intention is to announce the signing of a formal agreement before the end of October. An offer will subsequently be submitted to the shareholders of EV, whereby the consideration to EVs shareholders shall be approximately 2,07 million newly issued shares in OMX, corresponding to a valuation of ISK 2,450 million (SEK 250 million) excluding surplus cash and marketable securities. Based on EV the balance sheet as of June 30, 2006, surplus cash and marketable securities are approximately ISK 570 million, which are anticipated to be dividended to EV shareholders prior to closing.

The transaction is expected to close before the end of the year. We are pleased to be participating in the further integration of the Nordic and Baltic securities markets which serves listed companies and investors alike. ICEX listed companies will gain increased visibility and be able to benchmark against a larger peer group. Furthermore, we expect more international members to participate in the Icelandic market thereby enhancing the liquidity. At the same time the Nordic list will benefit from the addition of some of the fastest growing companies in the Nordic region. The combination should also broaden the investment alternatives for Icelandic investors. All in all, this combination presents promising opportunities for the Icelandic securities market says Thordur Fridjonsson, General Manager of EV and President and CEO of ICEX. We look forward to taking our cooperation to the next level and welcoming the Icelandic marketplace into the OMX Nordic Exchange. We are creating an integrated Nordic home market to increase intra-Nordic trading and improve the attractiveness to international investors. It is very encouraging to contribute to the increased visibility of Icelandic companies as they will join the common Nordic list, OMXs information services and OMX-wide indices, says Jukka Ruuska President business area Nordic Marketplaces OMX.

Benefits from the combination

The combination of OMX and ICEX will create value and benefits to shareholders, issuers and market participants and will further promote an integrated Nordic securities market. This will strengthen the position of OMX to meet the challenges of the future. The combination is expected to lead to higher liquidity on the Icelandic market over time and to provide benefits through cost and revenue synergies. The OMX Nordic Exchange will also benefit from know-how developed within the Icelandic market.

To increase visibility for Icelandic companies, they are expected to be included in the common Nordic list in the beginning of next year. At the same time Icelandic share price data will be included in the OMX Nordic real-time information offering and ICEX-listed instruments will be included in OMX indexes according to the same rules that apply to instruments on other OMX exchanges. ICEXs calculation and publication of local indexes will continue to reflect the Icelandic market. Furthermore, liquidity in the Icelandic equity markets is expected to increase not only due to improved visibility and attractiveness for Icelandic companies, but also due to other opportunities, for instance, one common broker network including a single point of access and a higher number of remote-members.

Another important measure is the harmonization of rules, listing requirements and regulations that will take place over time. It is also anticipated that a combination will increase the pace of progress of the Faroese Securities Market (Virðisbrævamarknaður Føroya or VMF), which is operated by ICEX. ICEXs alternative market iSEC will be rebranded First North, which is the second largest European alternative market in number of companies. Derivatives products and services will be introduced next year based on Icelandic instruments and fully integrated with OMXs derivatives offerings. ISD will continue to work closely together with ICEX to facilitate joint product development and reduce overhead costs. This combination supports OMX and EVs drive for integrated Nordic clearing and settlement.

Proposed Company Structure

Following the anticipated transaction, OMX will be the parent company of the group. OMXs shares are already listed on Stockholm Stock Exchange, Helsinki Stock Exchange and Copenhagen Stock Exchange. OMX plans to seek listing on ICEX following the closing of the transaction. ICEX and ISD will continue to be regulated by Icelandic laws and supervised by Icelandic authorities. ICEXs brand will be incorporated and harmonized with OMXs branding structure.

Board of Directors

The Board of Directors of OMX Exchanges consists of OMX executive directors and non-executives who represent key stakeholders. The Board of Directors shall have one non-executive director representing the Icelandic market. EV will establish a Consultation Committee consisting initially of the present EV Board Members. This committee shall be consulted on the appointment of the Icelandic non-executive director for the board of OMX Exchanges. The Committee will also be available for consultation on other issues of importance for the Icelandic market.

Key Conditions

The proposed transaction is subject to, among other things, due diligence, signing of the formal agreement, approval by regulatory authorities and approval by OMX Extraordinary General meeting.

Advisors Lenner & Partners is financial advisor and Vinge is legal advisor to OMX. JPMorgan is financial advisor and Logos Legal Services is legal advisor to EV.


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