Nasdaq: West Corporation Agrees to Acquire Nasdaq's Public Relations Solutions and Digital Media Services Businesses

OMAHA, Neb. and NEW YORK, 2018-01-29 14:04 CET (GLOBE NEWSWIRE) --
West Corporation ("West") and Nasdaq, Inc. (Nasdaq:NDAQ) ("Nasdaq") jointly
announced today that West has entered into a definitive agreement to acquire
the public relations (Public Relations Solutions) and webcasting and webhosting
(Digital Media Services) products and services within Nasdaq's Corporate
Solutions business for approximately $335 million, subject to adjustments.
Public Relations Solutions and Digital Media Services consist of a
comprehensive portfolio of communication tools, media intelligence and
multimedia services for organizations across all industries. These solutions
help enterprises more effectively communicate with their investors, customers
and employees and increase the relevance of messaging by ensuring that it
reaches the targeted audience. 

The products and services included in the transaction are:

  -- GlobeNewswire: a global press release distribution platform and media
     contacts database with analytics
  -- Webhosting: a web hosting service purpose-built for investor relations and
     external communications functions
  -- Webcasting: a multimedia service that publishes webcasts, webinars, video
     presentations and other content
  -- Media Intelligence: a media monitoring and analyst-curated daily news
     reporting service
  -- Influencers Database: a service to identify and connect with relevant
     journalists and social media profiles

As part of the terms of the transaction, Nasdaq has agreed to an exclusive
multi-year partnership with West to provide eligible Nasdaq clients seamless
access to certain products and services included in the transaction. 

"West is a leader in technology-enabled communication services and is focused
on growth and expanding the depth and breadth of its enterprise communications
client relationships," said John Shlonsky, Chief Executive Officer of West
Corporation. "This acquisition will complement and broaden our portfolio of
products and services. We see tremendous opportunity to grow and enhance this
business. We are also excited to partner with Nasdaq and add the talented
Public Relations Solutions and Digital Media Services teams to West." 

Stacie Swanstrom, Executive Vice President, Nasdaq Corporate Solutions, added,
"We are confident that West will be able to provide the resources needed to
accelerate the various Public Relations Solutions and Digital Media Services
product initiatives that are already underway, while providing additional
flexibility and resources to deliver increased value for our clients and their
communications needs. We look forward to our continued partnership with West.
This strategic decision will allow us to focus our efforts on strengthening
technology, data and analytics capabilities within our core investor relations
and board collaboration solutions, which are an important component of Nasdaq's
relationships with its corporate clients." 

This process is a result of Nasdaq's refined strategic direction and its
decision to explore strategic alternatives for these products and services that
was announced in September 2017. 

The closing of this transaction, which is subject to regulatory approvals and
customary closing conditions, is projected to occur in the second quarter of
2018. Nasdaq expects to use the proceeds from the sale for share repurchases.
In conjunction with this, Nasdaq's board of directors has authorized an
additional $500 million for the share repurchase program to facilitate
additional share repurchases and support the existing buyback objective of
maintaining a stable share count. 

Advisors and Financing Providers:

Credit Suisse and LionTree are acting as financial advisors to West. Wachtell,
Lipton, Rosen & Katz is acting as corporate counsel to West and Paul, Weiss,
Rifkind, Wharton & Garrison LLP is acting as financing counsel to West.
Transaction financing is being provided by Credit Suisse and RBC Capital
Markets. 

Evercore is acting as exclusive financial advisor to Nasdaq. Skadden, Arps,
Slate, Meagher & Flom LLP is acting as lead corporate counsel, Baker McKenzie
is advising on international issues and Jones Day is acting as antitrust
counsel to Nasdaq. 

About West Corporation:

West Corporation is a global leader in technology-enabled communication
services that connect people and businesses around the world, helping its
clients more effectively communicate, collaborate and connect with their
audiences through a diverse portfolio of innovative solutions. 

For over 30 years, West has provided reliable, high-quality voice and data
services. West has sales and/or operations in the United States, Canada,
Europe, the Middle East, Asia Pacific, Latin America and South America. For
more information, please call 1-800-841-9000 or visit www.west.com. 

About Nasdaq:

Nasdaq (Nasdaq:NDAQ) is a leading global provider of trading, clearing,
exchange technology, listing, information and public company services. Through
its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize
and execute their business vision with confidence, using proven technologies
that provide transparency and insight for navigating today's global capital
markets. As the creator of the world's first electronic stock market, its
technology powers more than 90 marketplaces in 50 countries, and 1 in 10 of the
world's securities transactions. Nasdaq is home to approximately 3,900 total
listings with a market value of approximately $13 trillion. To learn more,
visit: http://business.nasdaq.com. 

Forward-Looking Statements:

This press release contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, including with respect to
the proposed transaction between West and Nasdaq, including statements
regarding the benefits of the proposed transaction and the anticipated timing
of the proposed transaction. Forward-looking statements can be generally
identified by the use of words such as "may," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "intends," "continue" or
similar terminology. These statements reflect only West's or Nasdaq's current
expectations and are not guarantees of future performance or results. These
statements are subject to various risks and uncertainties that could cause
actual results to differ materially from those contained in the forward-looking
statements. These risks and uncertainties include, but are not limited to, the
risk that the parties may be unable to complete the proposed transaction
because, among other reasons, the parties cannot satisfy the conditions
precedent to the transaction; the timing of consummation of the transaction;
the ability of the parties to secure regulatory approvals in a timely manner or
on the terms desired or anticipated; the ability to implement the anticipated
business plans following closing and achieve anticipated benefits and savings;
the effect of the announcement of the proposed transaction on West's and
Nasdaq's relationships with their respective clients, operating results and
business generally; competition in West's or Nasdaq's highly competitive
markets; increases in the cost of voice and data services or significant
interruptions in these services; West's and Nasdaq's ability to keep pace with
client needs for rapid technological change and systems availability; the
continued deployment and adoption of emerging technologies; the loss, financial
difficulties or bankruptcy of any key clients; security and privacy breaches of
the systems West or Nasdaq's uses to protect personal data; the effects of
global economic trends on the businesses of West's clients; the non-exclusive
nature of West's client contracts and the absence of revenue commitments; the
cost of pending and future litigation; the cost of defending against
intellectual property infringement claims; the effects of extensive regulation
affecting many of West's or Nasdaq's businesses; West's or Nasdaq's ability to
protect its proprietary information or technology; service interruptions to
West's data and operation centers; West's or Nasdaq's ability to retain key
personnel and attract a sufficient number of qualified employees; increases in
labor costs and turnover rates; the political, economic and other conditions in
the countries where the parties operate; changes in foreign exchange rates;
West's and Nasdaq's ability to complete this and future acquisitions, integrate
or achieve the objectives of its recent and future acquisitions, including this
acquisition; and future impairments of our substantial goodwill, intangible
assets, or other long-lived assets. In addition, West is subject to risks
related to its level of indebtedness. Such risks include West's ability to
generate sufficient cash to service its indebtedness and fund its other
liquidity needs; West's ability to comply with covenants contained in its debt
instruments; West's ability to obtain additional financing; the incurrence of
significant additional indebtedness by West and its subsidiaries; and the
ability of West's lenders to fulfill their lending commitments. West and Nasdaq
are also subject to other risk factors described in documents filed by the
parties with the United States Securities and Exchange Commission, including
Nasdaq's annual report on Form 10-K, and West's offering memorandum for its
unsecured notes. 

These forward-looking statements speak only as of the date on which the
statements were made. West and Nasdaq undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent required by
applicable law. 

West Contact:

Dave Pleiss
[phone]
[e-mail]

Nasdaq Media Relations Contacts:

Allan Schoenberg
[phone]
[e-mail]

Will Briganti
[phone]
[e-mail]

Nasdaq Investor Relations Contact:

Ed Ditmire, CFA
[phone]
[e-mail]

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