NEW YORK – Borse Dubai Limited has initiated a secondary offering of 26,956,522 shares of Nasdaq, Inc.'s (NASDAQ:NDAQ) common stock, as announced today. The Dubai-based company is also expected to provide underwriters a 30-day option to acquire up to an additional 4,043,478 shares.
The success of the offering is contingent on market conditions, and there is no certainty regarding the completion or timing of the sale. Nasdaq will not be selling any shares nor will it receive proceeds from this offering. Instead, Borse Dubai will collect all proceeds.
Post-offering, Borse Dubai is anticipated to retain approximately 62.4 million shares, equating to about 10.8% of Nasdaq's outstanding shares, or around 58.3 million shares, representing roughly 10.1%, should the underwriters fully exercise their option.
Following the offering, Borse Dubai is expected to remain the second-largest shareholder in Nasdaq. Additionally, they plan to enter an 18-month lock-up agreement for their remaining shares, maintaining the right to appoint a nominee to Nasdaq's board of directors as long as their ownership stays at or above 10%.
The offering is part of Borse Dubai's strategy to enhance its capital structure and liquidity, as stated by Essa Kazim, Chairman and CEO of Borse Dubai. Kazim also expressed the company's commitment to remaining a long-term shareholder in Nasdaq, valuing the ongoing partnership and Nasdaq's strategic vision.
Nasdaq's CFO, Sarah Youngwood, acknowledged Borse Dubai's role as a valued shareholder, with their insights continuing to influence Nasdaq's future direction.
Morgan Stanley and Goldman Sachs & Co (NYSE:GS). LLC are the joint lead book-running managers for the offering, while J.P. Morgan serves as the capital markets advisor to Nasdaq.
This offering is based on a registration statement filed with the U.S. Securities and Exchange Commission (SEC). Interested parties can access these documents through the SEC's EDGAR system or by contacting the underwriters directly.
This press release contains forward-looking statements subject to risks, uncertainties, and assumptions. Nasdaq and Borse Dubai caution that actual results may differ significantly from those projected in these statements.
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