Nasdaq and Borse Dubai, aiming to muscle out potential rival bidders, boosted an offer for OMX to $4.9 billion on Wednesday and pushed close to a majority stake in the Nordic exchange group.
Borse Dubai is offering 265 Swedish crowns ($40.57) per share, up 15% from a previous offer of 230 crowns. It has now secured 47.6% of OMX in stock or options for shares.
Trading in OMX shares resumed on Wednesday after being suspended but rose above the new bid level with a 2.8% gain to 273 crowns as investors hold out for the possibility of a higher offer.
State-owned Borse Dubai and Nasdaq said the bid values OMX at $4.9 billion, compared with the original $4 billion under the previous Borse Dubai offer.
Borse Dubai Chief Executive Per Larsson said he was in talks with OMX shareholders and hoped to boost the holding in the firm to more than 50% "fairly soon."
Larsson, in an interview with Reuters, said he thought it would be difficult for any other bidder to match the price on offer and also get support from stakeholders in the company. He called the Borse Dubai offer "very high."
Nasdaq and Borse Dubai made the pre-emptive strike for more shares after a Qatar group started buying OMX shares at 260 crowns last week. They said the offer is binding unless a competing offer is made for at least 303 crowns per share.
Borse Dubai agreed with Nasdaq last week to go ahead with its OMX bid and then sell the exchange to the U.S. stock exchange company in return for a 20% stake in the combined group.
Nasdaq and Borse Dubai also changed the minimum acceptance level to above 50 percent from 90 percent. Larsson said the objective was still ultimately to buy 100 percent of OMX.
"Nasdaq and Borse Dubai are joining efforts to provide a compelling, long-term enhancement and growth strategy for OMX and the Nordic and Baltic region," the companies said in a joint statement.
The companies said they had irrevocable undertakings from major OMX shareholders Investor and Nordea to acquire their stakes. Investor owns 10.7% of OMX and Nordea 5.2%, according to recent industry data.
Nasdaq Chief Executive Bob Greifeld said OMX founder Olof Stenhammar and OMX Chief Executive Magnus Bocker also had agreed to sell their stakes. Stenhammar owns 1.4% of OMX and Bocker 0.1%, according to market data.
"We are talking to other shareholders as well. How soon we will get over 50% is difficult to say, but hopefully fairly soon," Larsson said.
Another big shareholder in OMX is the Swedish government, which owns 6.6%. The government said it was studying the new offer, which it considered an "interesting proposal."
Swedish Financial Markets Minister Mats Odell said in a statement it was important that local market development was safeguarded, adding he was pleased with the commitments Nasdaq and Borse Dubai had made.
Odell said the government would present its view on the bid in January. "When we look at this, it looks like a good and interesting bid they have announced," Odell told reporters.
"They have taken to heart a lot of what we have said we are going to consider when we make our judgement." He added that Sweden had not had any contact with Qatar over OMX.
Greifeld of Nasdaq underlined the group's commitment to the local market.
"We will seek to be a catalyst to attract more investment, listings and trading to the Nordic and Baltic marketplace," Greifeld said.
The Qatar Investment Authority, which last week urged OMX shareholders to take no action on the Dubai/Nasdaq offer, began acquiring shares and now owns 9.98%.
QIA, which also bought a 20% stake in the London Stock Exchange last week, said its purchases were "strategic."
In acquiring the LSE stake last week, QIA said it did not plan to make an offer for the London exchange but reserved its position if a third party were to make a bid.
Although Nasdaq and Borse Dubai have secured some key support, the OMX board has not yet thrown its weight behind the new offer.
"The board of OMX will take today's announcement into consideration in its assessment of the implications of the structure proposed by Nasdaq and Borse Dubai, the board said.