NASDAQ Proposes Listing Standards for Acquisition Vehicles

Move Will Enhance Protection and Transparency in This Active Market Segment

NEW YORK - The Nasdaq Stock Market, Inc. 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.