NEW YORK and ATLANTA, May 9, 2011 (GLOBE NEWSWIRE) -- NASDAQ OMX (NDAQ) and IntercontinentalExchange (ICE) today issued the following letter to NYSE Euronext stockholders:
What's the Rush?
- Why are NYSE Euronext stockholders being asked to approve a high-risk, low-value transaction without all of the facts?
- Why is your board rushing you into a vote?
- And why are they refusing to even meet with NASDAQ OMX and ICE to explore a clearly financially superior alternative?
Stockholders of NYSE Euronext who own shares as of today will be eligible to vote on the proposed Deutsche Boerse transaction. But both NYSE Euronext and Deutsche Boerse have made clear in public filings and interviews that they are not expected to have definitive information regarding their EU competition status until year-end or later. Yet your Board has set the stockholder meeting date for approval of the combination for July 7th, 2011.
Dominique Cerutti told reporters in Brussels that it could take "maybe twelve" months, or until March 2012, to win EU regulatory approval. (Dominique Cerutti, deputy CEO of NYSE Euronext, Bloomberg, "NYSE Deputy Chief Expects 'Intense' Deutsche Boerse Review," February 22, 2011.)
Furthermore, NYSE Euronext's CEO has publicly admitted that there are significant regulatory challenges facing the proposed Deutsche Boerse transaction.
"I think both deals have some risk attendant to it . . . there's no question about it. I think on our side it's obvious that if you look at what the envisioned Newco would be, we certainly have a lot of work to do with the competition authorities in Brussels...." (Duncan Niederauer, CEO of NYSE Euronext, CNBC Interview, April 11, 2011.)
As a stockholder of NYSE Euronext, you won't know on July 7th whether regulatory approvals for the Deutsche Boerse transaction can be obtained or, even if obtained, the conditions or remedies regulators may require in order for the transaction to close, which may reduce the value of the combined organization. But if the proposed Deutsche Boerse transaction is approved by stockholders, it would be impossible to consider our financially superior proposal.
What you know today, however, is that without any engagement with NASDAQ OMX and ICE on their financially superior proposal, your Board has rushed to judgment without making available all of the facts that you, the ultimate owners of NYSE Euronext, require in order to make an informed decision. NYSE Euronext's actions reflect corporate governance at its worst and falls far short of the governance standards they recommend for listed companies.
NYSE Euronext's website states under the governance section:
"To best serve its stockholders… NYSE Euronext has created a governance structure that reflects the highest standards of independence, oversight and transparency. We are committed to leading by example, and serving as a model for our industry…"
You, the stockholders to whom this statement refers, have the right to be asking why, in spite of the clear superiority of the proposal that NASDAQ OMX and ICE have made to acquire NYSE Euronext, Jan-Michiel Hessels and your Board are stonewalling us by refusing to even meet, and are instead trying to force through an uncertain transaction that is worth $1 billion less to NYSE stockholders.