Nasdaq/ICE issue letter to NYSE stockholders

The ICE/NASDAQ Proposal Is Superior

  • Based on May 5, 2011 prices, the value of the NASDAQ OMX /ICE offer is $1 billion greater, or $4.10 more per share than the proposed Deutsche Boerse transaction.
  • NYSE Euronext management has already cost stockholders over $1 billion because they only "found" $100 million in "new" synergies after the Deutsche Boerse transaction was negotiated. Are these synergies real, and should you own more than 40% of their value?
  • NASDAQ OMX and ICE have requested access to NYSE Euronext financial information, consistent with the opportunity allowed to Deutsche Boerse in finalizing their agreement, in order to affirm the benefits of our proposal to you as stockholders.
  • Our proposal also goes further to protect the NYSE Euronext stockholders than the proposed Deutsche Boerse transaction by offering a $350 million reverse breakup fee in the event we fail to obtain antitrust approvals. The fee underlines the belief we have in the compelling nature of our proposal, the confidence we have in our ability to deal with any regulatory concerns and to provide reassurance of the seriousness of our proposal. The proposed Deutsche Boerse transaction offers no break-up fee if antitrust approvals are not received.
  • NASDAQ OMX and ICE have worked to advance their own competition reviews as expeditiously as possible. Faced with a year-long review and serious competition issues in Europe for the proposed Deutsche Boerse transaction, NYSE Euronext stockholders are being asked to take a leap of faith by voting for the proposed Deutsche Boerse transaction on July 7th.
  • NYSE Euronext management's claims of execution risk on our proposal are a red herring. Our companies have a proven infrastructure and management teams, and the two businesses to be split up (LIFFE and the cash equities business) already operate independently.
  • ICE and NASDAQ OMX are faster-growing companies than Deutsche Boerse, with better-performing share prices and much more successful track records of integrating acquisitions.

So what's the rush …?

  • NYSE Euronext management is attempting to divert attention from its own challenging regulatory approvals by rushing you through the stockholder approval process — all while refusing even to discuss with us the regulatory approvals they cited in summarily rejecting our proposal.
  • The NYSE Euronext proxy statement with respect to the proposed Deutsche Boerse transaction notes that "regulatory conditions may not be satisfied until months after expiration of the offer," and its own executives have signaled that it may take until March 31, 2012 to obtain these approvals.
  • NYSE Euronext and Deutsche Boerse do not expect to obtain affirmative EU approvals — which when and if obtained may come with unknown conditions — until months after the scheduled date of the stockholder meeting. This for a transaction the NYSE Euronext CEO has admitted faces regulatory challenges in Europe!

The NYSE Euronext Board has rushed to its own judgment without a willingness to consider the facts available to them — don't let them railroad you into the clearly inferior Deutsche Boerse transaction without all the information you need in order to make an informed decision as the ultimate owners of NYSE Euronext. Demand of your Board that they meet with us, and at the same time ask them, "What's the rush?"

Additional Details

Other supporting information related to this proposal are available on http://www.nasdaq.com/deal and http://ir.theice.com

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