Nasdaq OMX and ICE make official bid for NYSE

Read the full press release

Market participants to benefit from geographic footprint, scale and world-class technologies; further growth and innovation in derivatives markets

NEW YORK and ATLANTA, April 1, 2011 /PRNewswire/ --

  • Creates a leading global exchange in equities, options, listings and exchange related technology to compete in the increasingly competitive global exchange market
  • Establishes a leading transatlantic derivatives platform that would promote continued competition in Europe and the U.S.
  • Represents a superior proposal to the Deutsche Boerse takeover proposal
  • Offers greater long-term value for stockholders by putting existing businesses under managements recognized for integration capabilities and efficiency
  • Strengthens U.S. and European cash equities competitive position for raising capital and creating jobs
  • Strengthens ability of regulators to oversee markets and reduces market fragmentation and flash-crash scenarios

NASDAQ OMX (Nasdaq: NDAQ) and IntercontinentalExchange (NYSE: ICE) today announced that they have made a joint proposal to acquire NYSE Euronext (NYSE: NYX) for $42.50 in cash and stock per NYSE Euronext share, or approximately $11.3 billion, based on the respective NASDAQ OMX and ICE closing share prices as of March 31, 2011. The proposal, delivered today in a letter to the Board of Directors of NYSE Euronext, represents a 19 percent premium over the price proposed by Deutsche Boerse, based on Deutsche Boerse's closing share price as of March 31, 2011, and a 27 percent premium over NYSE Euronext's unaffected stock price on February 8, 2011, the day prior to NYSE Euronext's statement that they were in discussions with Deutsche Boerse regarding a transaction.

Under the terms of the proposed acquisition, NYSE Euronext stockholders would receive $14.24 in cash, plus 0.4069 shares of NASDAQ OMX common stock and 0.1436 shares of ICE common stock for each NYSE Euronext share.

As part of the proposal, ICE would purchase NYSE Euronext's derivatives businesses, and NASDAQ OMX would retain NYSE Euronext's remaining businesses, including the NYSE Euronext stock exchanges in New York, Paris, Brussels, Amsterdam and Lisbon, as well as the U.S. options business. A combination of NASDAQ OMX and NYSE Euronext would merge the trading, listings, options and market technology businesses of the two companies to create a leading international exchange, headquartered in New York City, with a geographic footprint in sixteen countries and best-in-class technology expertise that is used in over 60 markets internationally. ICE and NASDAQ OMX will continue to operate as separate businesses throughout the proposed transaction, as well as after its completion.

Robert Greifeld, Chief Executive Officer of NASDAQ OMX, said: "Our industry is undergoing a period of historic change. During the last five years more than 90 percent of the top 100 global listings chose not to list in the U.S., depriving U.S. investors of the opportunity to easily invest and trade in these companies. The combination of the two leading U.S. exchanges delivers an opportunity to build a global exchange platform that has the scale and growth potential to benefit investors, issuers and other market participants. We believe it would increase transparency and liquidity in U.S. markets and create jobs as new companies raise capital. For Europe, it strengthens the equity markets by creating a new, truly pan-European equity trading platform and solidifies Paris and London as premier financial hubs. Given that our proposal is clearly a superior proposal, we hope that NYSE Euronext's Board will recognize this opportunity as well as the benefits for NYSE Euronext's employees and customers."

Jeffrey C. Sprecher, Chairman and Chief Executive Officer of ICE, said: "Given the dynamics in derivatives markets today, the pace of innovation and the need for competition, we are well positioned to bring more value to stockholders by ensuring that Liffe participates in the growth opportunities in our space. In addition to expanding our clearing capabilities to interest rates, we would enable increased competition in the U.S., where interest rates futures are dominated by one exchange with approximately 95 percent market share. And, in Europe, we would offer an attractive solution to preventing that same business from being dominated by a single competitor while preserving global innovation around additional risk management services."

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