NASDAQ OMX to Acquire Thomson Reuters Investor Relations, Public Relations
and Multimedia Solutions Businesses
December 12, 2012 08:00
| Source: The NASDAQ OMX Group, Inc. |
Advances Strategy to Create a Comprehensive Portfolio of Products and
Services That Delivers Critical Market Intelligence and Communications
Solutions for Clients
Accretive to EPS Within the First 12 Months, Excluding Transaction-Related
Costs
Expected to Deliver Attractive Returns on Capital
NEW YORK, Dec. 12, 2012 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc. (Nasdaq:NDAQ)
today announced that it has entered into an agreement with Thomson Reuters
to acquire the Investor Relations, Public Relations and Multimedia
Solutions businesses, which provide insight, analytics and communications
solutions to more than 7,000 clients worldwide. Upon completion of the
transaction, these complementary businesses will be integrated into NASDAQ
OMX Corporate Solutions. The combination would create a global corporate
services portfolio, with more diversified and comprehensive offerings to
sell to NASDAQ OMX's listing and corporate clients. NASDAQ OMX expects the
acquisition, once completed, to be accretive to earnings within the first
12 months, excluding transaction-related costs, and to generate attractive
returns on capital.
NASDAQ OMX Corporate Solutions helps public and private companies and
organizations minimize risk, maximize efficiency and increase transparency
with a fully integrated, comprehensive suite of products and services that
delivers market intelligence and improves communications effectiveness
with key constituencies.
"In one acquisition, we accelerate and achieve our Corporate Solutions
long-term objectives, while maintaining our balanced strategy of
delivering value to shareholders," said Bob Greifeld, Chief Executive
Officer, NASDAQ OMX. "The combination of these two successful companies
represents a distinct opportunity to create a truly unique client
experience through premier content and best in class platforms. We will
bring the assets, talent and technology together to continue to deliver a
strong customer-centric value proposition to over 7,000 new clients in
over 60 countries."
"We believe that NASDAQ OMX is the ideal fit for our Investor Relations,
Public Relations and Multimedia Solutions businesses," said Michael
Cotter, Global Managing Director of Corporate Services, Thomson Reuters.
"NASDAQ OMX is strategically aligned with our business and their
complementary offerings present a great opportunity to leverage our
combined experience, best practices and capabilities to deliver one of the
industry's most comprehensive and innovative suites of solutions to IR, PR
and communications professionals around the world."
Strong Strategic Fit
NASDAQ OMX Corporate Solutions intends to integrate Thomson Reuters
complementary Investor Relations, Public Relations and Multimedia
Solutions with its existing business to create best of breed products,
technologies and service model for clients. As a result of the
combination, NASDAQ OMX will become one of the leading providers of
investor relations solutions and will add robust public relations and
webcasting platforms, enabling the Company to better serve the combined
client base. Additionally, following the close, Corporate Solutions
customers will have access to high-value investor relations data,
including First Call and StreetEvents, through an exclusive relationship
with Thomson Reuters.
NASDAQ OMX expects the acquisition will add to its non-transaction revenue
base, which already stands at over 70 percent of the Company's total
revenues. The acquisition will further support the Company's efforts to
deliver consistent and stable returns to shareholders and further build
Corporate Solutions revenues from outside the U.S. Upon closing, the
transaction is expected to be accretive to earnings within the first 12
months, excluding transaction-related costs.
The clients of Thomson Reuters Investor Relations, Public Relations and
Multimedia Solutions businesses rely on the company's desktop, mobile,
advisory and multimedia solutions to monitor markets and peers, prioritize
their outreach, reach and engage target audiences and measure the impact
of their programs. The primary offerings include:
Investor Relations Services:
·
Provides products that facilitate shareholder analysis and communication
·
Includes IR desktop (ThomsonONE IR), IR advisory services (high-touch,
tailored IR intelligence services) and IR website hosting
·
Generates high proportion of subscription-based revenue
Public Relations Services:
·
Provides web-enabled tools to identify media targets and influencers,
communicate with target audiences and monitor media coverage
·
Includes a self-service press release platform, media contacts database,
media monitoring and analytics tools
·
Includes the largest research team in the industry to provide custom media
analysis and measurement services
·
Generates high proportion of subscription-based revenue
Multimedia Solutions:
·
Delivers products and services allowing customers to create/publish
webcasts, webinars, video presentations and other content
·
Delivers over 18,000 webcasts and online videos per year
·
Provides a single global platform for multimedia communications in local
languages, supported by service teams experienced in local best practices
Proposed Acquisition Details
NASDAQ OMX has made a binding offer to acquire Thomson Reuters Investor
Relations, Public Relations and Multimedia Solutions businesses for $390
million in cash. Thomson Reuters and NASDAQ OMX will begin the information
and consultation process with respect to this proposed transaction with
all relevant works councils, unions and employee representatives. Upon
completion of the employee information and consultation process, NASDAQ
OMX expects Thomson Reuters to enter into a definitive purchase and sale
agreement in respect of the proposed acquisition. The proposed transaction
will also be subject to customary regulatory approvals and is expected to
close in the first half of 2013. Until the closing of the transaction,
NASDAQ OMX and these Thomson Reuters businesses will continue to operate
as independent companies and will remain committed to providing superior
service to create value for their customers.
For additional information regarding this transaction, please visit NASDAQ
OMX's dedicated website at
http://csdeal.nasdaqomx.com.
NASDAQ OMX will hold an investor conference call today at 8:30 a.m.
Eastern Time. Bob Greifeld, Lee Shavel, Bruce Aust and Demetrios N.
Skalkotos will be available for questions from shareholders following
prepared remarks via the following telephone numbers:
Telephone: |
(877) 645-6210 (U.S.) |
|
(914) 495-8566 (International) |
|
|
Conference ID: |
80121091 |
All participants can access the conference via Internet webcast through
the NASDAQ OMX Investor Relations website at
http://ir.nasdaqomx.com/events.cfm.
An audio replay of the conference will be available after the call on the
NASDAQ OMX Investor Relations website at
http://ir.nasdaqomx.com/events.cfm or by dialing (855) 859-2056
(U.S.) or (404) 537-3406 (International); Passcode: 80121091.
Additional Information
Bank of America Merrill Lynch and Barclays are acting as financial
advisors and Shearman & Sterling LLP and Jones Day are acting as legal
advisors to NASDAQ OMX.
About NASDAQ OMX Group
The inventor of the electronic exchange, The NASDAQ OMX Group, Inc., fuels
economies and provides transformative technologies for the entire
lifecycle of a trade - from risk management to trade to surveillance to
clearing. In the U.S. and Europe, we own and operate 24 markets, 3
clearinghouses and 5 central securities depositories supporting equities,
options, fixed income, derivatives, commodities, futures and structured
products. Able to process more than 1 million messages per second at
sub-40 microsecond speeds with 99.999% uptime, our technology drives more
than 70 marketplaces in 50 developed and emerging countries into the
future, powering 1 in 10 of the world's securities transactions. Our
award-winning data products and worldwide indexes are the benchmarks in
the financial industry. Home to approximately 3,400 listed companies worth
$6 trillion in market cap whose innovations shape our world, we give the
ideas of tomorrow access to capital today. Welcome to where the world
takes a big leap forward, daily. Welcome to the NASDAQ OMX Century. To
learn more, visit
www.nasdaqomx.com.
Follow us on Facebook (http://www.facebook.com/NASDAQ)
and Twitter (http://www.twitter.com/nasdaqomx).
(Symbol: NDAQ and member of S&P 500)
About NASDAQ OMX Corporate Solutions
NASDAQ OMX Corporate Solutions is one of the leading providers in the
industry with innovative products and services that power global business
communications for today's forward-thinking public and private companies.
The NASDAQ OMX Group, Inc. is the first exchange operator dedicated to
owning and operating a core platform of products that help companies
minimize risk, maximize efficiency, and increase transparency. A majority
of NASDAQ-100 companies have relied on NASDAQ OMX Corporate Solutions
products and services to enhance their corporate communications, investor
relations and board support. For more information on NASDAQ OMX Corporate
Solutions, please visit
http://www.nasdaqomx.com/services/corporatesolutions/.
About Thomson Reuters
Thomson Reuters is the world's leading source of intelligent information
for businesses and professionals. We combine industry expertise with
innovative technology to deliver critical information to leading decision
makers in the financial and risk, legal, tax and accounting, intellectual
property and science and media markets, powered by the world's most
trusted news organization. With headquarters in New York and major
operations in London and Eagan, Minnesota, Thomson Reuters employs
approximately 60,000 people and operates in over 100 countries. Thomson
Reuters shares are listed on the Toronto and New York Stock Exchanges. For
more information, go to
http://thomsonreuters.com.
Cautionary Note Regarding Forward-Looking Statements
The matters described herein contain forward-looking statements that are
made under the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited to,
statements about the acquisition of Thomson Reuters Investor Relations,
Public Relations and Multimedia businesses and NASDAQ OMX's products and
offerings. We caution that these statements are not guarantees of future
performance. Actual results may differ materially from those expressed or
implied in the forward-looking statements. Forward-looking statements
involve a number of risks, uncertainties or other factors beyond NASDAQ
OMX's control. These factors include, but are not limited to factors
detailed in NASDAQ OMX's annual report on Form 10-K, and periodic reports
filed with the U.S. Securities and Exchange Commission. We undertake no
obligation to release any revisions to any forward-looking statements.
NDAQF
NASDAQ OMX Investor Relations Contact:
John Sweeney
+1.212.401.8737
NASDAQ OMX Media Contact:
Joseph Christinat
+1.646.441.5121 |