Nasdaq and Borse Dubai Launch Secondary Offering of Nasdaq Common Stock

Nasdaq, Inc. and Borse Dubai Limited have announced the commencement of a secondary offering by Borse Dubai of 26,956,522 shares of Nasdaq’s common stock.

Borse Dubai also expects to grant the underwriters a 30-day option to purchase up to 4,043,478 additional shares of Nasdaq’s common stock. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.

Nasdaq is not offering any shares in the offering and will not receive any proceeds from the offering. Borse Dubai will receive all of the proceeds from the offering.

At the completion of the offering, Borse Dubai is expected to hold approximately 62.4 million shares, representing approximately 10.8% of Nasdaq’s outstanding shares, or approximately 58.3 million shares if the underwriters exercise their option to purchase additional shares in full, representing approximately 10.1% of Nasdaq’s outstanding shares. At the completion of the offering, Borse Dubai is expected to be the second largest shareholder in Nasdaq.

Subject to completion of the offering, Borse Dubai intends to agree to an 18-month lock-up of its remaining shares controlled by Nasdaq, with a right to designate a nominee to the Nasdaq board of directors so long as it continues to own at least 10% of Nasdaq’s outstanding shares as of the date hereof.

To Improve Capital Structure

Essa Kazim, Chairman and CEO, Borse Dubai Essa Kazim, said that the offering is being conducted to enhance the capital structure and liquidity within the Borse Dubai Group. We continue to be a long-term shareholder in Nasdaq and are invested in the success of the company.

“The relationship between Nasdaq and Borse Dubai is multifaceted and has spanned many years. We have not only been a shareholder in Nasdaq for the past 16 years, but Nasdaq is also a key technology and brand partner for our exchange group and we believe in the strategic vision for the company. We look forward to a continued relationship as a partner,” he added.

Nasdaq’s Chief Financial Officer Sarah Youngwood said that Borse Dubai continues to be a valued shareholder of Nasdaq underpinned by a shared vision for our future and its insights and contributions will continue to shape Nasdaq’s path ahead.

Morgan Stanley and Goldman Sachs & Co. LLC are acting as joint lead book-running managers for the offering. J P Morgan is acting as capital markets advisor to Nasdaq.

Nasdaq has filed a registration statement (including a prospectus) with the US Securities and Exchange Commission (SEC) for the offering.