NEW YORK--(PRIME NEWSWIRE)--Feb. 21, 2008
Move Will Enhance Protection and Transparency in This Active
Market Segment
The Nasdaq Stock Market,
Inc. (Nasdaq:NDAQ) will propose to the Securities and Exchange
Commission (SEC) a rule change to list acquisition vehicles and subject
them both to NASDAQ's initial listing requirements as well as
additional criteria developed specifically for this type of entity. No
other market has yet adopted such criteria.
Acquisition vehicles, often known as special purpose acquisition
vehicles (SPACS), are companies which go public with a business plan to
seek corporate mergers or acquisitions. In 2007 alone, more than 50
offerings by acquisition vehicles raised new capital exceeding $10
billion.
"Acquisition vehicles are an increasingly common capital-raising
device," said Bob McCooey, Senior Vice President, NASDAQ. "We believe
that listing them on NASDAQ, subject to these important investor
protections, will benefit investors and issuers alike."
NASDAQ will introduce more stringent listing standards to this
burgeoning market segment for the benefit of investors and issuers.
In addition to having to satisfy all applicable initial listing
standards, NASDAQ will require that acquisition vehicles also meet the
following criteria:
-- Gross proceeds from the initial public offering (IPO) must be
deposited in an escrow account maintained by an insured depository
institution as defined by the Federal Deposit Insurance Act or in a
separate bank account established by a registered broker or dealer.
-- Within 36 months of the effectiveness of its IPO registration
statement, the company must complete one or more business
combinations using aggregate cash consideration equal to at least
80% of the value of the escrow account at the time of the initial
combination.
-- So long as the company is in the acquisition stage, each business
combination must be approved both by the company's shareholders and
by a majority of the company's independent directors. Following each
business combination, the combined company must meet all of the
requirements for initial listing.
For information about NASDAQ's listing standards, visit
http://www.nasdaq.com/about/listing_information.stm#fees.
NASDAQ is the largest U.S. equities exchange. With approximately 3,100
companies, it lists more companies and, on average, trades more shares
per day than any other U.S. market. It is home to companies that are
leaders across all areas of business including technology, retail,
communications, financial services, transportation, media and
biotechnology. NASDAQ is the primary market for trading NASDAQ-listed
stocks as well as a leading liquidity pool for trading NYSE-listed
stocks. For more information about NASDAQ, visit the NASDAQ Web site at
www.nasdaq.com or the NASDAQ Newsroom at www.nasdaq.com/newsroom/.
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 NASDAQ's strategic initiatives. 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's control. These
factors include, but are not limited to factors detailed in NASDAQ'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.
NDAQG
CONTACTS: The Nasdaq Stock Market, Inc.
Media Contacts:
Wayne Lee
(301) 978-4875
Bethany Sherman
(212) 401-8714
Move Will Enhance Protection and Transparency in This Active
Market Segment
The Nasdaq Stock Market,
Inc. (Nasdaq:NDAQ) will propose to the Securities and Exchange
Commission (SEC) a rule change to list acquisition vehicles and subject
them both to NASDAQ's initial listing requirements as well as
additional criteria developed specifically for this type of entity. No
other market has yet adopted such criteria.
Acquisition vehicles, often known as special purpose acquisition
vehicles (SPACS), are companies which go public with a business plan to
seek corporate mergers or acquisitions. In 2007 alone, more than 50
offerings by acquisition vehicles raised new capital exceeding $10
billion.
"Acquisition vehicles are an increasingly common capital-raising
device," said Bob McCooey, Senior Vice President, NASDAQ. "We believe
that listing them on NASDAQ, subject to these important investor
protections, will benefit investors and issuers alike."
NASDAQ will introduce more stringent listing standards to this
burgeoning market segment for the benefit of investors and issuers.
In addition to having to satisfy all applicable initial listing
standards, NASDAQ will require that acquisition vehicles also meet the
following criteria:
-- Gross proceeds from the initial public offering (IPO) must be
deposited in an escrow account maintained by an insured depository
institution as defined by the Federal Deposit Insurance Act or in a
separate bank account established by a registered broker or dealer.
-- Within 36 months of the effectiveness of its IPO registration
statement, the company must complete one or more business
combinations using aggregate cash consideration equal to at least
80% of the value of the escrow account at the time of the initial
combination.
-- So long as the company is in the acquisition stage, each business
combination must be approved both by the company's shareholders and
by a majority of the company's independent directors. Following each
business combination, the combined company must meet all of the
requirements for initial listing.
For information about NASDAQ's listing standards, visit
http://www.nasdaq.com/about/listing_information.stm#fees.
NASDAQ is the largest U.S. equities exchange. With approximately 3,100
companies, it lists more companies and, on average, trades more shares
per day than any other U.S. market. It is home to companies that are
leaders across all areas of business including technology, retail,
communications, financial services, transportation, media and
biotechnology. NASDAQ is the primary market for trading NASDAQ-listed
stocks as well as a leading liquidity pool for trading NYSE-listed
stocks. For more information about NASDAQ, visit the NASDAQ Web site at
www.nasdaq.com or the NASDAQ Newsroom at www.nasdaq.com/newsroom/.
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 NASDAQ's strategic initiatives. 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's control. These
factors include, but are not limited to factors detailed in NASDAQ'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.
NDAQG
CONTACTS: The Nasdaq Stock Market, Inc.
Media Contacts:
Wayne Lee
(301) 978-4875
Bethany Sherman
(212) 401-8714