Transcript Slide 1

Alternatives In
Capital Formation
Asaf Homossany
Managing Director
April, 2008
© Copyright 2008,
2007, The Nasdaq Stock Market, Inc. All rights reserved.
1
NASDAQ – The Israeli Angle
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
LEADERSHIP
The Nasdaq Stock Market, became the largest U.S.
stock exchange in 2007.
NASDAQ OMX Group brings issuers and investors
into a GLOBAL PLATFORM
Total U.S. Consolidated Volume
(trillion)
1.52
1.21
2006
2007
• NASDAQ matched market share 28.9%
(27.3% in 2006)
More than any other exchange in the U.S. !
• NASDAQ handled market share 62.3%
(58.8% in 2006)
• NASDAQ’s matched market share in total U.S volume
up
1.6% from 2006
Investors preference for certainty and transparency of electronic
trading is driving more trading volume of all listed securities to
NASDAQ than any other exchange in the U.S.
As a NASDAQ-listed company, you have access to unrivaled
market intelligence, global visibility and powerful business
solutions that public companies need.
NASDAQ
TSX
OMX Group
NYSE/
London
Euronext
Tokyo SE Korea Ex
HKEx
Deutsche
Böurse
Sources:
(1) NASDAQ OMX from internal databases. As at 03/31/07. (2) World Federation of Exchanges. As at
03/31/07.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
GLOBAL BRAND, UNPARALLELED PERFORMANCE
NASDAQ is the Home of IPOs
Top 10 Performing IPOs – Past 12 months
NASDAQ lists more IPOs than any other U.S. Exchange
7 are listed on NASDAQ – 3 of which are from China
170
83
2004
154
137
126
70
2005
2006
NASDAQ
77
63
2007
NYSE
Companies Choose NASDAQ
NYSE listed companies are listing on NASDAQ
Date
06-Feb-07
09-Aug-07
26-Apr-07
15-Mar-07
13-Aug-07
07-Jun-07
07-Aug-07
08-Nov-07
27-Sep-07
19-Sep-07
Company Name
JA Solar Holdings
MercadoLibre
Pharmasset, Inc
FCStone Group
VMware
Yingli Green Energy
Masimo Corporation
American Public Education
China Architectural Engineering
athenahealth
Symbol
JASO
MELI
VRUS
FCSX
VMW
YGE
MASI
APEI
RCH
ATHN
Market
NASDAQ
NASDAQ
NASDAQ
NASDAQ
NYSE
NYSE
NASDAQ
NASDAQ
AMEX
NASDAQ
Country
China
Argentina
U.S.
U.S.
U.S.
China
U.S.
U.S.
China
U.S.
Offer Price
$15.00
$18.00
$9.00
$16.00
$29.00
$11.00
$17.00
$20.00
$3.50
$18.00
Current Price
$63.88
$59.98
$28.94
$50.55
$79.93
$28.66
$36.62
$42.30
$7.35
$37.18
Total Return
325.90%
233.20%
221.60%
215.90%
175.60%
160.50%
115.40%
111.50%
110.00%
106.60%
Source: www.ipohome.com, January 15th 2008.
* Renaissance Capital (www.ipohome.com) IPO of the year 2006 and 2007.
•
JA Solar (NASDAQ) – Top performing Chinese company in
2007
•
MercadoLibre (NASDAQ) – IPO of the year 2007*
•
Home Inns & Hotel (NASDAQ) – IPO of the year 2006*
NASDAQ-100 Index – Baidu.com and Focus Media
First 2 Chinese companies to be included in this prestigious Index
NASDAQ is the World’s Most Recognized Market
NASDAQ is home to…
•
50% of Fortune’s 100 Fastest Growing Companies
•
80% of Forbes “Top Brands” companies
•
FT
2 of the Top 3 Global Brands – Google and Microsoft, as per
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
The NASDAQ-100 Index is the most prestigious and widely
followed index in the world. There is over USD $280bn directly
and indirectly indexed to the index through mutual funds and
ETFs in 37 countries.
Benefits of Listing on NASDAQ
LEADERSHIP
NASDAQ is a market of category-defining companies
drawn from all sectors of the economy
NASDAQ’s Sector indexes, industry advertising
campaigns and conference participation reinforce
the diversity of NASDAQ-listed Companies
Industrials
10%
Energy
& Utilities
3%
Financials
23%
Consumer
16%
Telecomm
Services
2%
Materials
2%
Health Care
19%
Information
Technology
24%
Forbes data source: www.forbes.com. As of June 2006. Number of domestic companies listed on NASDAQ Global Markets. Consumer represents consumer discretionary and
staples.
Data source: FactSet Research Systems, Inc. Data as of March 2007.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
VISIONARY INTERNATIONAL COMPANIES
344 companies headquartered outside of the U.S. are listed on NASDAQ
Sweden
($34.6bn)
Canada
($63.5bn)
Japan
($40bn)
Israel
($37.5bn)
United Kingdom
($16.1bn)
United Kingdom
($15.4bn)
Netherlands
($13.5bn)
Ireland
($11.8bn)
Singapore
($10bn)
China
($9.2bn)
Bermuda
($8.3bn)
China
($7.3bn)
France
($6.9bn)
Switzerland
($6.7bn)
Japan
($6bn)
France
($5.9bn)
Papua New
Guinea
($5.9bn)
Taiwan
($5.4bn)
Hong Kong
($5.1bn)
Israel
($4.9bn)
United
Kingdom
($4.3bn)
Greece
($2.8bn)
Source: Factset Research Systems, Inc. December 2007.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
United Kingdom
($12.8bn)
India
($25.9bn)
Luxembourg
($11.9bn)
Benefits of Listing on NASDAQ
NASDAQ THREE TIER MARKET SYSTEM
NASDAQ’S Three Tier Market System
NASDAQ Global Select
Market
The NASDAQ Global Select Market is
NASDAQ’s foremost market tier.
NASDAQ Global Select companies meet
the most stringent initial financial listing
standards in the world and are global
leaders in their respective field.
NASDAQ Global Market
NASDAQ Capital Market
The NASDAQ Global Market, is
comprised of companies that
demonstrate global leadership and
international reach. NASDAQ Global
Market companies are innovative and
continue to evolve, meeting NASDAQ’s
rigorous standards for continued listing.
The NASDAQ Capital Market®, is made
up of emerging and growth companies.
The core purpose of this market is
capital raising. The NASDAQ Capital
Market reflects the dynamism and
diversity of NASDAQ’s first tier growth
companies.
NASDAQ Global Select Expected Market Cap Distribution
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
NASDAQ Global Select Expected Industry Distribution
Benefits of Listing on NASDAQ
NASDAQ SUPPORTS ISRAELI COMPANIES
Israeli Companies Choose NASDAQ
NASDAQ lists almost 69% of all Israeli companies listed on the following select markets
Number of Israeli Companies
AIM, 17
LSE , 9
NASDAQ, 71
AMEX, 1
NYSE, 3
Top 20 Israeli companies listed in the U.S.
Ticker
TEVA
CHKP
PTNR
CEL
ESLT
NICE
EMITF
ORBK
MLNX
ELOS
BSI
ALVR
GIVN
GILT
AMPL
NSTC
RRST
RTLX
ALDN
CRNT
Name
Teva Pharmaceutical Industries Ltd. (ADS)
Check Point Software Technologies Ltd.
Partner Communications Co. Ltd.
Cellcom Israel Ltd
Elbit Systems Ltd.
NICE-Systems Ltd. (ADS)
Elbit Imaging Ltd.
Orbotech Ltd.
Mellanox Technologies Ltd.
Syneron Medical Ltd.
Blue Square-Israel Ltd. (ADS)
Alvarion Ltd.
Given Imaging Ltd.
Gilat Satellite Networks Ltd.
Ampal-American Israel Corp.
Ness Technologies Inc.
RRSat Global Communications Network Ltd.
Retalix Ltd.
Aladdin Knowledge Systems Ltd.
Ceragon Networks Ltd.
GICS Industry Name
Pharmaceuticals
Software
Wireless Telecom Services
Wireless Telecom Services
Aerospace & Defense
Communications Equipment
Real Estate
Electronic Equipment
Electronic Equipment
Health Care Equipment & Supplies
Food & Staples Retailing
Communications Equipment
Health Care Equipment & Supplies
Diversified Telecom Services
Diversified Financial Services
IT Services
Media
Software
Software
Communications Equipment
Source: FactSet Research Systems Inc, Bloomberg and London Stock Exchange website. Data as February 2008
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Country
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Exchange
Market Cap
NASDAQ $39,723,414,000
NASDAQ
$4,880,619,500
NASDAQ
$3,329,354,200
NYSE
$3,127,960,600
NASDAQ
$2,375,246,600
NASDAQ
$1,897,135,400
NASDAQ
$1,062,720,000
NASDAQ
$598,797,100
NASDAQ
$472,754,720
NASDAQ
$453,320,000
NYSE
$453,245,950
NASDAQ
$449,137,820
NASDAQ
$433,892,260
NASDAQ
$421,431,460
NASDAQ
$372,184,350
NASDAQ
$365,278,750
NASDAQ
$333,805,120
NASDAQ
$332,416,640
NASDAQ
$312,910,530
NASDAQ
$309,586,340
Benefits of Listing on NASDAQ
ISRAELI COMPANIES RAISE CAPITAL ON NASDAQ
Israeli IPOs in the US
Since 2005, 13 Israeli companies have raised almost $750m through IPOs in the US.
Date
10-Nov-05
28-Sep-05
11-Mar-05
13-Dec-05
30-Jan-06
01-Nov-06
16-Nov-06
07-Feb-07
26-Feb-07
23-May-07
16-Jul-07
26-Jul-07
29-Oct-07
Symbol
SFUN
ITRN
SHMR
SCOP
MAIL
RRST
ALLT
MLNX
ROSG
LIMS
LIMC
VOLT
SMLC
Company Name
SAIFUN SEMICONDUCTORS LTD.
ITURAN LOCATION AND CONTROL
SHAMIR OPTICAL INDUSTRY LTD.
SCOPUS VIDEO NETWORKS LTD
IncrediMail
RRSat Global Communications Network Ltd.
Allot Communications
Mellanox Technologies
Rosetta Genomics
Starlims
LIMCO -PIEDMONT INC.
VOLTAIRE LTD.
SMILE.COMMUNICAITONS LTD.
Source: NASDAQ and Bloomberg Financial Markets.
Data as of between 2005 and 2007
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Sector
Information Technology
Information Technology
Health Care
Consumer Discretionary
Information Technology
Telecommunication Services
Telecommunication Services
Information Technology
Health Care
Information Technology
Industrial
Information Technology
Telecommunication Services
Raised on NASDAQ $m
$117.5
$62.4
$56.0
$31.5
$18.8
$47.5
$78.0
$102.0
$26.3
$28.4
$48.4
$51.9
$80.1
Benefits of Listing on NASDAQ
NASDAQ in Israel
NASDAQ can offer Israeli companies unmatched level of service and support
•
•
•
•
•
•
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Regular presence in Israel (Mike Oxley, Bob Greifeld, Ed Knight).
Hebrew Speaking point of contact.
Israeli investor conferences in Tel Aviv and New York.
Unique visibility opportunities for Israeli companies (TEVA ads).
Tailor made services and product offering for Israeli companies.
Only North American Exchange to sign an MOU with the TASE.
Only exchange to have an Israeli Index.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
PORTAL
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
NASDAQ Offers Choice In Capital Formation
NASDAQ:
•
•
•
•
Broadest distribution to retail and institutional investors
Greatest liquidity and quality of trading
Exceptional visibility
Global leader in services and product offering
PORTAL:
•
•
•
•
Unregistered security (not subject to SEC review or Sarbanes-Oxley)
Raise capital twice as fast
Only sold to QIBs
Test US Institutional appetite
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
What is SEC Rule 144A and PORTAL?
•
SEC Rule 144A and PORTAL combine to provide cost-effective access to
the U.S. capital markets and transparency to the secondary trading of
144A securities within a closed system.
•
PORTAL securities are not registered with the U.S. Securities and Exchange
Commission (SEC) therefore, not subject to the same regulation as ’34
Act registered shares, such as Sarbanes Oxley.
•
Secondary trading in 144A securities takes place among Qualified
Institutional Buyers (QIBs) only. QIBs are generally defined as investors
with at least $100 million in assets under management.
•
The NASDAQ PORTAL Trading System is an inclusive model which provides
an industry-wide solution for the secondary trading of 144A securities.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
144A Equity Capital Raised Grew By 27.6% in 2007
Capital Raised $ Billions
1,531
1,537
1,309
954
885
824
753
734
1,256
598
457
386
282
221
136
70
2002
131
2003
2004
All 144A
130
2005
144A Debt
All data represents global capital raised in conjunction with a 144A tranche.
Source: Thomson Financial as of January 10, 2008
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
2006
144A Equity
2007
Benefits of Listing on NASDAQ
NASDAQ Portal
144A Global Equity Deals 2007
Canada, China/Hong Kong, Brazil and India are active in 144A financing
Average Global Equity Offering
$474 Million
144A Equity Deals Ranked by Country
Canada
174
China (Including Hong Kong)
76
Brazil
40
India
25
Russia
10
All data represents global capital raised in conjunction with a 144A tranche.
Source: Thomson Financial as of January 10, 2008
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
Launch of PORTAL Trading System
•
August 15, 2007, NASDAQ launched the PORTAL market trading system
for secondary trading in 144A securities among qualified brokers, dealers
and QIBs.
•
Brought visibility and trading functionality to the PORTAL Market for the
first time.
•
Access to trading system for brokers, dealers, and Qualified Institutional
Buyers.
•
Allows for electronic negotiation, execution, trade reporting, and clearance
and settlement.
•
NASDAQ PORTAL Trading System has over 800 PORTAL designated equity
securities.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
The PORTAL Alliance
•
Consolidation of proprietary systems into one centralized, industry-wide
platform
•
Broad sponsorship by major Wall Street firms that originate 90% of
PORTAL equity deal flow
•
Critical mass of participants promotes liquidity
•
Best in class Shareholder Tracking solution to be developed and available
to all participants
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
The PORTAL Alliance: The Industry Standard For 144A Equity Securities
The PORTAL Alliance consists of NASDAQ and a group of leading securities firms that have agreed to form an industry
standard facility designed to serve the market for 144A equity securities.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
Timeline of an IPO vs. PORTAL 144A Offering
144A Deal: Key Highlights
Raise capital 4 months faster than IPO
Register and list shares later
Investment banks market to same investors
IPO (24 weeks)
Structure Deal/Due
Diligence (4 weeks)
File with SEC and Respond to Comments
(estimated 14 weeks)
Prepare Offering
Document
(3 weeks)
Roadshow
(2 weeks)
PORTAL 144A Deal (10 weeks)
Structure Deal/Due
Diligence (4 weeks)
Roadshow
(2 weeks)
Prepare Offering
Document (3 weeks)
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Close
(1 week)
Close
(1 week)
Benefits of Listing on NASDAQ
NASDAQ Portal
Why Should Israeli Companies Come to PORTAL?
•
Offers access to a new pool of US institutional investors that may not have
participated in the initial 144A placement. PORTAL has 150 participants
including brokers, dealers and QIBs.
•
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Participation of US investors positively impact valuation.
•
Allows to raise money in times of stress, pre IPO rounds and as a tool to
test the market
•
Provides existing 144A investors with optionality in secondary trading and
price marking abilities that have not existed in the US until now.
•
Secondary trading among 144A shares is developing rapidly in the US and
will continue to grow. The PORTAL Alliance will consolidate all 144A
activity into one platform.
Can be done very easily in conjunction with listing on the TASE or any
other exchange.
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
Benefits of Listing on NASDAQ
NASDAQ Portal
How Does An Issuer Get Into PORTAL
•
PORTAL has disclosure-based inclusion requirements. PORTAL reviews
application and supporting documentation for disclosures including but not
limited to:
•
•
Designated securities will only be sold to QIBs
•
Designated securities will clear and settle electronically through
DTC or another clearing and settlement mechanism that provides
adequate information to effectuate the process
Designated securities must meet minimal information delivery
requirements
•
PORTAL issuers need a CUSIP number (S&P) in advance of PORTAL
application
•
$2,000 Entry Fee and no annual fee
•
PORTAL issuer applications are submitted online at
www.nasdaqportalmarket.com
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.
THANK YOU
Asaf Homossany, MD Israel & CEE
+44 20 7825 5537, [email protected]
© Copyright 2007, The Nasdaq Stock Market, Inc. All rights reserved.