Business Context and Reporting Period
This Form 8-K is filed by The NASDAQ OMX Group, Inc. for the reporting period of May 16, 2011. The filing addresses a significant corporate development regarding a proposed merger.
Key Financial Metrics
This filing is a Current Report regarding a specific event and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The primary material change reported is the withdrawal of a joint proposal to acquire NYSE Euronext. On May 16, 2011, NASDAQ OMX and IntercontinentalExchange, Inc. (ICE) announced they are withdrawing the proposal made in April 2011. Consequently, they will not commence the previously announced exchange offer to acquire all outstanding shares of NYSE Euronext.
Outlook, Risks, and Management Commentary
Management stated that the decision to withdraw the proposal was made after discussions with the Antitrust Division of the U.S. Department of Justice. The companies concluded that they would not be successful in securing the necessary regulatory approval for the joint proposal. NASDAQ OMX explicitly assumes no obligation to update this Current Report.
Investor Verification Checklist
- Confirm the official withdrawal of the joint acquisition proposal for NYSE Euronext by NASDAQ OMX and ICE.
- Review the attached joint press release (Exhibit 99.1) for detailed statements from both companies.
- Monitor future regulatory communications regarding the Antitrust Division's stance on the proposed merger.
- Verify that no further exchange offers or merger activities are planned in the immediate future.