SHARE PURCHASE AGREEMENT

Purchase and Sale Agreement

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NASDAQ OMX GROUP, INC. | OMX AB

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Title: SHARE PURCHASE AGREEMENT
Date: 2/27/2009
Industry: Investment Services Sector: Financial

Exhibit 10.20

SHARE PURCHASE AGREEMENT

Dated 21 February 2008

Between

Nord Pool ASA

(as Seller)

And

OMX AB (publ)

(as Buyer)

21 feb. 08

TABLE OF CONTENTS


			Page
1	DEFINITIONS		4

2	SALE OF SHARES AND ASSETS		7
	2.1	Sale of Shares in Nord Pool International	7
	2.2	Establishment of Nord Pool International	7
	2.3	FMSA Addendum	7

3	PURCHASE PRICE AND PAYMENT		8
	3.1	Provisional Purchase Price	8
	3.2	Price adjustment	8
	3.3	Procedure for determination of the Adjustment Amount	8
	3.4	Payment of Consideration	9

4	EARN OUT		9

5	CLOSING		11
	5.1	Time and place	11
	5.2	The Seller’s closing obligations	11
	5.3	The Buyer’s closing obligations	12

6	CLOSING CONDITIONS		12
	6.1	Conditions to Buyer’s Closing obligations	12
	6.2	Conditions to Seller’s Closing obligations	12

7	WARRANTIES OF THE SELLER		13
	7.1	Corporate existence and power	13
	7.2	Corporate authorisation and non-contravention	13
	7.3	Capitalisation and title	13
	7.4	Records	13
	7.5	The International Exchange Business	14
	7.6	Accounts	14
	7.7	No undisclosed liabilities	14
	7.8	Assets	14
	7.9	[intentionally left blank)	15
	7.10	Leased premises	15
	7.11	Intellectual property	15
	7.12	Absence of certain changes or events	15
	7.13	Agreements	16
	7.14	Insurance	16
	7.15	Environmental matters	16
	7.16	IT and data protection	17
	7.17	Employment and pension agreements and labour controversies	17
	7.18	Compliance with laws	18
	7.19	Litigation	18

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	7.20	Taxes	19
	7.21	Relationship with the Seller	19
	7.22	Information	19

8	COVENANTS OF THE SELLER		19
	8.1	Conduct of Business of the Group prior to Closing Date	19
	8.2	Restrictive covenants	19
	8.3	Co-operation by Seller and Buyer	20
	8.4	Exchange memberships	20

9	TERMINATION		20
	9.1	Termination	20

10	COMPENSATION		20
	10.1	Compensation	20
	10.2	Limitation of liability - time	21
	10.3	Limitation of liability - amount	21
	10.4	Indemnification procedures with respect to third party claims	21

11	NOTICES		22

12	ASSIGNMENT		22

13	CONFLICTS WITH FRAME AGREEMENT		23

14	GOVERNING LAW AND ARBITRATION		23

Appendices

A.	Definition of International Business and the Business Assets

B.	Exchange Service Agreement

C.	Clearing Service Agreement

D.	Support Service Agreement

E.	FMSA Addendum

F.	Vendor Note

G.	Nord Pool Spot Service Agreement Addendum

3.1	Reference Balance Sheets (Nord Pool International, Nord Pool Clearing ASA and Nord Pool Consulting AS)

7.6	2006 Accounts

7 etc	Disclosure Schedule (7.4, 7.7, 7.10, 7.11, 7.13, 7.14, 7.17, 7.18, 7.19, 7.21)

8.1	Interim Cooperation Agreement

21 feb. 08

PURCHASE AGREEMENT

This agreement (the “ Agreement ”) is entered into the 21 day of February 2008 between:

(1)	Nord Pool ASA , a public limited company incorporated and existing under the laws of Norway with company registration no. 965 662 952, (the “ Seller ”) and

(2)	OMX AB ( publ ), a public limited company incorporated and existing under the laws of Sweden with company registration no. 556243-8001 (the “ Buyer ”).

WHEREAS:

(A)	The Seller and certain of its subsidiaries are engaged in the trading and clearing of derivatives;

(B)	The Seller is the owner of the entire issued share capital of Nord Pool International AS, a limited liability company to be organised under the laws of Norway that is to acquire the International Business from the Seller prior to Closing.

(C)

The International Business consists of (a) the International Exchange Business, (b) 100 per cent of the shares in Nord Pool Clearing ASA, company registration no. 980 247 899, a public limited liability company duly incorporated and organised under the laws of Norway, and (c) 100 per cent of the shares in Nord Pool Consulting AS, company registration no. 880 321 862, a limited liability company duly incorporated and organised under the laws of Norway.

Nord Pool International AS, Nord Pool Clearing ASA and Nord Pool Consulting AS are hereinafter referred to as the “Subsidiaries”.

The International Exchange Business and the Business Assets are defined in Appendix A hereto;

(D)	On 19 December 2007, the Seller and the Buyer entered into a certain Frame Agreement setting out the main terms and conditions for the sale and purchase of all shares in Nord Pool International AS and certain transaction related thereto;

(E)	On the terms and subject to the conditions set forth herein, the Seller desires to sell and the Buyer desires to purchase the outstanding shares of Nord Pool International AS.

IT IS AGREED AS FOLLOWS:

1	DEFINITIONS

In this Agreement, the following definitions shall have the following meanings:

21 feb. 08


a)	2006 Accounts	means in respect of the Seller and each Subsidiary, its audited annual accounts ( årsregnskap ), consisting of the profit and loss account, balance sheet, statement of cash flow and the notes thereto, the consolidated profit and loss account, the consolidated balance sheet, statement of cash flow and the notes thereto, for the financial year ended on 31 December 2006;

b)	2007 Accounts	means in respect of the Seller and each Subsidiary, its audited annual accounts ( årsregnskap ), consisting of the profit and loss account, balance sheet, statement of cash flow and the notes thereto, the consolidated profit and loss account, the consolidated balance sheet, statement of cash flow and the notes thereto, for the financial year ended on 31 December 2007;

c)	2007 Balance Sheet	means the pro forma consolidated balance sheet of Nord Pool International AS, derived from the 2007 Accounts;

d)	Accounting Principles	means Norwegian generally accepted accounting principles as defined by Norwegian law and regulations and accounting standards issued by the Norwegian Accounting Standards Board (Nw: Norsk Regnskapsstiftelse/NRS ), applied on a consistent basis;

e)	Additional Purchase Price	has the meaning set out in Clause 4;

f)	Affiliate	of any person means, as of any time, (i) any other person directly or indirectly controlled by or under the direct or indirect common control of that first-mentioned person or (ii) any other legal person(s) directly or indirectly controlling or jointly controlling such first-mentioned person (whereby “control” and “controlling” means the possession, directly or indirectly, of the power to direct or influence the direction of the management or policies of a person, whether through ownership, by contract or otherwise);

g)	Agreement	means this Agreement including the appendices attached hereto;

h)	Business Assets	shall have the meaning set out in Appendix A;

i)	Business Day	means a day on which banks are open for general banking business in Norway and Sweden;

j)	Buyer	shall have the meaning ascribed to such term in the preamble to this Agreement;

21 feb. 08


k)	Closing	shall have the meaning ascribed to such term in Clause 5.1 below;

l)	Closing Date	means the date when Closing actually takes place according to Clause 5.1 below;

m)	Companies Act	means the Norwegian Limited Liability Companies Act of 1997;

n)	Encumbrance	means any mortgage, charge, pledge, lien, option or other security interest or restriction of any kind;

o)	FMSA Addendum	means the addendum agreement enclosed as Appendix E, setting procedures for amendment of the Facility Management Service Agreement between Nord Pool, Nord Pool Clearing ASA and OMX Technology AB.

p)	Group, or Nord Pool International Group	means Nord Pool International AS and its subsidiaries;

q)	Initial Purchase Price	shall have the meaning ascribed to such term in Clause 3.2;

r)	Intellectual Property	shall have the meaning ascribed to such term in Clause 7.11;

s)	International Exchange Business	means the derivatives business of the Seller that does not relate to the Nordic Financial Energy Market, as defined in Appendix A;

t)	Losses	shall have the meaning ascribed to such term in Clause 10;

u)	Material Agreement	shall have the meaning ascribed to such term in Clause 7.13;

v)	Net Equity	means the pro forma consolidated net book equity of Nord Pool International as it appears in the Reference Balance Sheet and the 2007 Balance Sheet, as the case may be;

w)	Parties	means the Seller and the Buyer, collectively;

x)	Party	means the Seller or the Buyer;

y)	Provisional Purchase Price	shall have the meaning ascribed to such term in Clause 3.1 below;

z)	Purchase Price	shall have the meaning ascribed to such term in Clause 3 below;

aa)	Reference Balance Sheets	shall have the meaning ascribed to such term in Clause 3.1;

21 feb. 08


bb)	Seller	shall have the meaning ascribed to such term in the preamble to this Agreement;

cc)	Service Agreements	means the Exchange Service Agreement, the Support Service Agreement between the Seller and Nord Pool International AS, and the Clearing Service Agreement between the Seller and Nord Pool Clearing ASA, included as Appendices B-D.

dd)	Shares	shall mean all shares in Nord Pool International AS;

ee)	Taxes	means all taxes (including VAT and similar taxes), however denominated, including interest, penalties and other additions to tax that may become payable or imposed by any applicable statute, rule or regulation or any governmental agency, including all taxes, withholdings and other charges in respect of income, profits, gains, payroll, social security or other social benefit taxes, sales, use, excise, real or personal property, stamps, transfers and workers’ compensation, which the Group is required to pay, withhold or collect;

ff)	Vendor Note	means the vendor note in the form of Appendix F, to be delivered by the Buyer to the Seller at Closing; and

gg)	Warranties	means the warranties set out in Clause 7.

2	SALE OF SHARES AND ASSETS

2.1

Sale of Shares in Nord Pool International

Upon the terms and subject to the conditions set out in this Agreement, the Seller agrees to sell and the Buyer agrees to purchase all Shares in Nord Pool International AS, together with all rights attached to them.

The Shares shall be transferred to the Buyer on the Closing Date, free and clear from any Encumbrances.

2.2

Establishment of Nord Pool International

On the terms and subject to the conditions set out in this Agreement, the Seller shall prior to Closing transfer the International Exchange Business and all the shares in Nord Pool Clearing ASA and Nord Pool Consulting AS to Nord Pool International AS. Such transfer shall be carried out by ways of a share subscription in Nord Pool International AS against consideration in kind (where the International Exchange Business and all the shares in Nord Pool Clearing ASA and Nord Pool Consulting AS constitute the consideration).

2.3

FMSA Addendum

The Parties have in connection with this Agreement agreed to make the changes to the Facility Management and Services Agreement (FMSA) entered into between the Seller, Nord Pool Clearing ASA and OMX Technology AB set out in Appendix E.

21 feb. 08

3	PURCHASE PRICE AND PAYMENT

3.1

Provisional Purchase Price

In consideration for the Shares, the Buyer shall pay the amount of NOK 2,150 million, (the “ Provisional Purchase Price ”) an amount which is based upon the projected reference balance sheets of the subsidiaries as of 31.12.2007 attached to the Frame Agreement (the “ Reference Balance Sheets ”). The Provisional Purchase Price shall be adjusted pursuant to Clause 3.2 below.

3.2

Price adjustment

The Provisional Purchase Price of NOK 2,150 million shall be adjusted for any deviation between Nord Pool International pro forma consolidated Net Equity based on the Reference Balance Sheets, TNOK 276.998, and at 31 December 2007 shall lead to an adjustment of the Provisional Purchase Price upwards (if the Group’s Net Equity at 31 December 2007 is higher) or downwards (in case the Group’s Net Equity at 31 December 2007 is lower), with the same amount on a NOK for NOK basis (the “ Adjustment Amount ”), such adjustment to be allocated to the Cash Portion of the Purchase Price.

The sum of the Provisional Purchase Price and the adjustments above shall be referred to as the “ Initial Purchase Price ”.

3.3

Procedure for determination of the Adjustment Amount

3.3.1

Proposal - disagreement

As promptly as practicable, but not later than 15 Business Days after the date hereof, the Seller shall deliver to the Buyer (i) the audited 2007 Accounts, (ii) draft 2007 Balance Sheet, (iii) its calculation of the Net Equity and (iv) the Adjustment Amount.

If the Buyer disagrees with the Seller’s calculation of the Adjustment Amount the Buyer shall, within 30 calendar days after the Seller’s delivery thereof, deliver a notice to the Seller explaining in reasonable detail the basis for such disagreement. The Notice shall also include the Buyer’s calculation of the disputed amounts. For the purpose of determining its view on the proposed Adjustment Amount the Buyer shall, to the extent permitted by applicable law, give the Seller or its duly authorised representatives reasonable access to the accounts, documents and records of the Seller and the Subsidiaries which are relevant in order to deliver the above mentioned (i), (ii), (iii) and (iv) and which are relevant to such determination.

If a notice of disagreement has been duly delivered by the Buyer, the Parties shall in good faith use all reasonable efforts to reach agreement on the disputed items or amounts in order to determine and mutually agree upon the sum of the Adjustment Amount.

3.3.2

Independent Expert

If the Parties have not reached agreement on the sum of the Adjustment Amount within 10 Business Days after the date of the Buyer’s notice of disagreement, the matters in dispute shall be submitted for final resolution to an authorised auditor (the “ Expert ”) mutually appointed by the Parties within an additional 5 Business Days. The Expert shall determine the sum of the Adjustment Amount. The Stockholm Chamber of Commerce shall on request of either Party, appoint the Expert, if the Parties cannot agree on such joint appointment within 10 Business Days after expiry of the 15 Business Day negotiation period.

21 feb. 08

Each Party shall be entitled to present its case in writing to the Expert within 10 Business Days following the appointment. The Expert shall only consider the items and amounts in dispute, applying the Accounting Principles.

The Expert shall submit its final determination, including its reasoning, to the Parties as soon as practicably possible (within 30 Business Days of the appointment is considered a reasonable period), and its determination shall be final and binding upon the Parties and shall preclude judicial or arbitral review.

The costs of the Expert shall be borne equally by the Parties regardless of the outcome of the Expert’s evaluation, but the Parties shall otherwise bear their respective own expenses, including auditors and lawyer’s fees and expenses, incurred in connection with any such dispute resolution procedure.

3.4

Payment of Consideration

Of the Initial Purchase Price, NOK 1,700 million shall be paid by the Buyer to the Seller in cash upon Closing (the “ Cash Portion ”), and NOK 450 million shall be paid in the form of a Vendor Note on the terms set out in Appendix F.

The Cash Portion will carry an annualized interest rate of 3 months NIBOR for the period from 1 August 2008 until Closing, to be paid at the time of Closing.

The Vendor Note will carry an annualized interest rate of 3 months NIBOR, to be paid at the time of settlement. Interest will start accruing on the earliest of the Closing Date and 1 August 2008. Earned interest is to be added to the face amount on the note annually.

4	EARN OUT

In addition to the Initial Purchase Price, the Buyer shall pay to the Seller an amount in cash (the “ Additional Purchase Price ”) calculated as follows:

(i)

An earn-out of up to NOK 250 million, to be settled before the end of January 2010, provided the following earn-out criteria are met (and where the left column refers to the clearing volumes of Nord Pool Clearing in 2009 relating to Nord Pool International power products excluding Carbon Products (as defined below):


Clearing volumes:		Earn-out payment
300-600 TWh		Maximum

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