DGAP-News: NASDAQ OMX Group Inc. and IntercontinentalExchange Propose Superior Transaction to Acquire NYSE Euronext for $42.50 Per Share, 19% Premium to Deutsche Boerse Proposal
ID: 379209
01.04.2011 13:00
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NASDAQ OMX Group Inc. and IntercontinentalExchange Propose Superior Transaction
to Acquire NYSE Euronext for $42.50 Per Share, 19% Premium to Deutsche Boerse
Proposal; Market Participants to Benefit From Geographic Footprint, Scale and
World-Class Technologies; Further Growth and Innovation in Derivatives Markets
-- 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.
-- 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
NEW YORK and ATLANTA, April 1, 2011 (GLOBE NEWSWIRE) -- NASDAQ OMX (NDAQ) and
IntercontinentalExchange (ICE) today announced that they have made a joint
proposal to acquire NYSE Euronext (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.
Photos accompanying this release are available at
http://www.globenewswire.com/newsroom/prs/?pkgid=9433 and
http://www.globenewswire.com/newsroom/prs/?pkgid=9434.
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 futures 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 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
IntercontinentalExchange, 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.'
Strategic Benefits
ICE's acquisition of NYSE Euronext's European futures markets, Liffe, Liffe
U.S., and the over-the-counter clearing business, NYPC, would leverage its
existing leading derivatives markets across futures and over-the-counter
markets and clearing houses in the U.S. and Europe.
A combined NASDAQ OMX and NYSE Euronext would have leadership positions across
all major business lines, including a world-class cash trading business in U.S.
and European equities and a preeminent U.S. options business. Together, NASDAQ
OMX and NYSE Euronext would strengthen the international competitive position
of the U.S. at a time when companies and investors are increasingly being drawn
to other financial centers:
-- Since 1995, listings on U.S. exchanges have contracted from 8,000 to 5,000
while listings on non-U.S. exchanges grew from 23,000 to 40,000
-- In 2010, the U.S. generated only 16 percent of capital raised worldwide and
attracted the listing of only 1 of the 10 largest global IPOs (GM)
A unified U.S. equities market would ensure that the U.S. is better able to
compete globally in a rapidly changing international market for equity trading
and capital-raising. A unified technology platform would also lower firms' and
investors' trading costs and provide increased liquidity and transparency,
while maintaining continued U.S. regulatory oversight of the capital markets to
protect investors.
A combined ICE/NYSE Euronext would create a strong global competitor in listed
derivatives markets and central counterparty clearing:
-- Creates a leading exchange operator with $1.8 billion in combined revenues
-- Leverages ICE's existing global derivatives markets, technology and
clearing houses to achieve meaningful synergies, while supporting the
development of competitors to dominant US and European exchanges
-- Capitalize on ICE's ability to innovate and grow markets through new
product development, clearing and post-trade services
Financial Benefits
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 share of
NYSE Euronext common stock.
NASDAQ OMX and ICE each have significant experience integrating exchange
businesses and have proven track records of realizing synergies and creating
shareholder value on an absolute and relative basis within the exchange sector.
Overall, the combined companies would feature highly complementary lines of
business with significant synergy opportunities. This would lead to meaningful
value creation for the combined company's stockholders, with an expected $740
million in total net synergies fully realized by the end of the third year
following the closing of the transaction.
A combined NASDAQ OMX/NYSE Euronext would provide accretion to stockholders
12-18 months following the close of the transaction and double digit accretion
soon after the 12-18 month period. It would also deliver strong pro forma cash
flow generation to invest in the business and service debt. A combined ICE/NYSE
Euronext would be solidly accretive to ICE stockholders in year two and would
leave ICE with substantial financial flexibility.
NASDAQ OMX and ICE would finance the cash portion of the acquisition purchase
price through cash on hand and a combined $3.8 billion financing commitment.
Both firms have received strong support from a group of leading institutions,
including Bank of America and Wells Fargo, which together would be prepared to
arrange fully committed financing required to complete the transaction. The
repayment of debt would be financed by the strong cash flows of the combined
companies.
Steps to Completion
NASDAQ OMX and ICE believe that they can secure E.U. competition clearance in
contract to the expectation of a deep and extended probe for the proposed
Deutsche Boerse's transaction.
The NASDAQ OMX/ICE proposal requires approval from the majority of NASDAQ OMX
and ICE stockholders, versus the requirement of a 75% acceptance level of the
exchange offer by Deutsche Boerse's stockholders. Both proposals will require
approval of a majority of NYSE Euronext stockholders.
Advisors
NASDAQ OMX has engaged Bank of America Merrill Lynch and Evercore Group L.L.C.
as financial advisors and Shearman&Sterling LLP as legal counsel for this
transaction. IntercontinentalExchange has engaged Lazard, Broadhaven Capital
Partners, LLC and BMO Capital Markets Corp. as financial advisors and Sullivan&Cromwell LLP as legal counsel for this transaction.
Conference Call/Webcasts/Presentations
NASDAQ OMX and ICE will be discussing the proposed transaction on a webcast and
presentation, which can be accessed via ir.theice.com and.ir.nasdaq.com and via
the following dial-in:
Analysts
8:30 a.m. - 9:30 a.m. EST (ID: 56984527)
Toll-free: +1 877 645 6210
International: +1 914 495 8566
Webcast: http://ir.nasdaqomx.com/eventdetail.cfm?eventid=95133
Media
10:00 a.m. - 10:30 a.m. EST (ID: 56990088)
Toll-free: +1 877 847 5946
International: +1 970 315 0447
Webcast: http://ir.nasdaqomx.com/eventdetail.cfm?eventid=95134
Additional Details
All details and other supporting information related to this proposal are
available on www.nasdaq.com/deal and www.ir.theice.com
The following is a copy of the letter NASDAQ OMX and ICE sent to the Board of
NYSE Euronext earlier today with respect to their proposal:
Proposal Letter
The NASDAQ OMX Group, Inc. ('NASDAQ OMX') and IntercontinentalExchange, Inc.
('IntercontinentalExchange') have closely followed the recent announcement that
NYSE Euronext ('NYSE Euronext') and Deutsche Borse AG ('Deutsche Borse') intend
to combine their respective businesses. We have carefully reviewed the recent
developments associated with that announcement, as well as the announcements in
our industry concerning other transactions. We have spent considerable time and
resources analyzing NYSE Euronext, including the company's operations and
financial performance. The results of our investigations have been encouraging.
We are convinced that a transaction with NYSE Euronext on the terms outlined in
this letter is strategically and financially compelling for each of NYSE
Euronext, NASDAQ OMX and IntercontinentalExchange and provides significant
benefits to investors, issuers and other capital markets participants. Our
proposal will strengthen both U.S. and European market structures by
consolidating a fragmented U.S. equity market and creating a new pan-European
equity market, for the benefit of investors and market participants and by
promoting greater competition and innovation in European derivatives. In
addition, we strongly believe that a NASDAQ OMX/NYSE
Euronext/IntercontinentalExchange transaction would provide clearly superior
benefits, in comparison to a Deutsche Borse transaction, both for the U.S. and
European business community and their customers, and the U.S. and European
economies as a whole. Our transaction means that customers, stockholders and
regulators in Europe will have vibrant markets capable of competing globally
for trading and listings.
Based upon publicly available information, NASDAQ OMX and
IntercontinentalExchange are pleased to submit this proposal to acquire all of
the issued and outstanding capital stock of NYSE Euronext for a combination of
NASDAQ OMX and IntercontinentalExchange stock and cash (our 'Proposal').
Proposed Transaction
Our Proposal offers NYSE Euronext stockholders $42.50 per share based on
current market prices, representing a 21% premium to NYSE Euronext's closing
stock price as of March 31, 2011. Our Proposal also represents a premium of 19%
to the implied value of Deutsche Borse's current offer based upon Deutsche
Borse's closing stock price on March 31, 2011 and a premium of 27% to NYSE
Euronext's closing stock price on February 8, 2011 (the last date prior to NYSE
Euronext's press release on February 9, 2011, confirming discussions with
Deutsche Borse). In our Proposal, NYSE Euronext stockholders would receive
$14.24 in cash, 0.4069 of a share of NASDAQ OMX common stock and 0.1436 of a
share of IntercontinentalExchange common stock, for each NYSE Euronext share.
The NASDAQ OMX and IntercontinentalExchange shares issued to NYSE Euronext
stockholders would be freely tradable. In addition, subject to further analysis
and the assistance of NYSE Euronext, we believe that our Proposal has the
potential to be structured as a tax-free transaction to NYSE Euronext's
stockholders with respect to all or a portion of the stock consideration
issued. For these reasons and the many others that we discuss in this letter,
we strongly believe that our Proposal constitutes a 'Superior Proposal', as
defined in NYSE Euronext's agreement with Deutsche Borse.
NASDAQ OMX and IntercontinentalExchange have agreed between themselves that in
connection with the closing of the transaction, IntercontinentalExchange would
acquire NYSE Euronext's European derivatives businesses, including Liffe, as
well as Liffe US and NYPC, and NASDAQ OMX would retain NYSE Euronext's other
businesses, including the NYSE Euronext stock exchanges in New York, London,
Paris, Amsterdam, Brussels and Lisbon, the U.S. equity options business and the
information services and technology solutions businesses.
We believe the stock component of our proposed consideration provides NYSE
Euronext's stockholders with ownership in two global, market leading exchange
companies, each of which offers superior prospects for significant value
creation through synergies and enhanced opportunities for growth. Due to the
operational focus of NASDAQ OMX and IntercontinentalExchange on their
respective businesses, we expect to achieve estimated, combined run-rate net
synergies of approximately $740 million annually, well in excess of the
expected net synergies for the Deutsche Borse/NYSE Euronext transaction.
Similarly, the operational focus and management strength of NASDAQ OMX and
IntercontinentalExchange in each of their respective markets, when combined
with the financial and strategic benefits of this Proposal, would create
opportunities for growth that will likely exceed what can be achieved through
the Deutsche Borse/NYSE Euronext transaction. Both NASDAQ OMX and
IntercontinentalExchange have strong track records of creating stockholder
value through successfully integrating and realizing cost synergies with
acquired businesses. On the other hand, Deutsche Borse's acquisition of
International Securities Exchange, for instance, has not yet demonstrated the
level of synergies and value creation originally promised to Deutsche Borse's
stockholders.
If NYSE Euronext's Board of Directors believes that certain of NYSE Euronext's
stockholders have a strong preference for stock consideration or cash
consideration in the proposed transaction, we are prepared to offer an election
option that would permit the consideration to be reallocated among NYSE
Euronext stockholders.
Strategic Rationale and Benefits for Key Constituencies
In addition to the considerably greater current value and enhanced prospects
for the NYSE Euronext stockholders, this transaction will create significant
benefits for stockholders, investors, issuers, and other market participants,
including the following:
NASDAQ OMX
-- Joins two iconic U.S. brands, creating the leading U.S. cash equities
market with best-in-class technology and providing a unique opportunity to
maintain and enhance U.S.-domiciled global leadership in the operation of
cash equity exchanges;
-- Establishes the premier European cash equities business with leadership
positions, iconic brands and local expertise in Paris, Stockholm,
Amsterdam, Helsinki, Copenhagen, Brussels, Lisbon and the Baltic markets;
-- Creates opportunity for significant value creation for stockholders and EPS
creation through net synergies (approximately $540 million annually) and
benefits of greater scale and financial resources;
-- Enhances the ability to compete globally for listings; and
-- Combines the expertise and offerings of NASDAQ OMX and NYSE Euronext in
providing technology products and services to exchanges, clearing
organizations, central securities depositories and hundreds of global
financial institutions to present an even stronger and more differentiated
offering.
IntercontinentalExchange
-- Enhances IntercontinentalExchange's position as one of the leading
operators of integrated futures exchanges and over-the-counter (OTC)
markets, clearing houses, trade processing and data services for the global
derivatives market;
-- Provides investors and other market participants with a significantly
expanded product offering spanning energy, commodities, interest rates,
credit and foreign exchange;
-- Creates opportunity for significant value creation for stockholders through
net synergies (approximately $200 million annually) and benefits of greater
scale and financial resources; and
-- Consolidates leading technology platforms, including already commonly
shared post-trade and clearing systems, to create greater market and
operating efficiencies.
U.S. and European Market Structure Benefits
We strongly believe this transaction will provide greater benefits to the U.S.
and European markets than a combination with Deutsche Borse, including the
following:
U.S. Markets
-- Creates deeper liquidity pools, better price discovery for investors and
greater market efficiencies in U.S. cash equities and equity options;
-- Provides greater flexibility, through increased scale, to invest in ongoing
innovation and platform enhancements, further improving customer experience
and the strength of the capital market;
-- Solidifies U.S. leadership in global capital markets; and
-- Enhances customer benefits by providing consolidated view of fragmented
marketplace.
European Markets
-- Strengthens European equity markets by creating a new, truly pan-European
equity trading platform with locally-governed exchanges with the ability to
effectively compete and innovate to better serve customers;
-- Creates a major new force in European derivatives which will significantly
enhance competition across the derivatives market in Europe;
-- Invigoratesmarket and technology innovation throughout the equities and
derivatives markets given IntercontinentalExchange's and NASDAQ OMX's
proven track record of bringing innovation and investment to the European
markets; and
-- Secures Paris and London as premier international financial hubs.
Financing
NASDAQ OMX and IntercontinentalExchange have been working with a syndicate of
banks led by Bank of America Merrill Lynch and Wells Fargo to arrange financing
for the cash portion of our Proposal not financed with available cash on hand.
Our banks have reviewed our Proposal and, upon our instruction, are prepared to
arrange fully committed financing sufficient to consummate the transaction.
Brand / Governance / Management and Employees
-- Brand
-- The name of the combined entity following NYSE Euronext's merger will be
NASDAQ NYSE Euronext Group, Inc.
-- The iconic New York Stock Exchange floor will remain.
-- Governance
-- NASDAQ OMX and IntercontinentalExchange recognize the many constituencies
currently represented on the Boards of Directors of NASDAQ OMX,
IntercontinentalExchange and NYSE Euronext, and we believe in the
importance of having the Boards of Directors of the combined companies be
representative of a broad group of stakeholders, including local expertise,
and the relative contributions of the businesses. NASDAQ OMX and
IntercontinentalExchange would appreciate the opportunity to discuss the
most appropriate board and management structure for our respective
companies post-transaction.
-- Management and Employees
-- We strongly believe in the great potential of NYSE Euronext's management
and employees and that the businesses of NYSE Euronext will continue to
grow and expand as key components of each of the broader NASDAQ OMX and
IntercontinentalExchange groups, as the case may be;
-- NASDAQ OMX and IntercontinentalExchange each have a strong track record of
acquisitions in which we have expanded the reach and operations of the
acquired entity, while respecting the separateness of the acquired entity's
organization. We have great respect for NYSE Euronext's existing management
and many talented employees, and we look forward to discussions regarding
how management and employees of NYSE Euronext would participate in the
integration and future growth of the combined businesses; and
-- Depending upon whether an employee's NYSE Euronext business unit will be
retained by NASDAQ OMX or retained by IntercontinentalExchange, such
employee's options, restricted stock units and deferred stock units will be
cashed out by either NASDAQ OMX or IntercontinentalExchange, as applicable,
in accordance with the applicable plan document or award agreement for such
option, restricted stock unit or deferred stock unit.
Approvals and Conditions
The Board of Directors of each of NASDAQ OMX and IntercontinentalExchange has
reviewed and approved this proposal and fully supports its submission to you.
In light of the proposed issuance of shares of common stock of NASDAQ OMX and
IntercontinentalExchange, stockholder votes of NASDAQ OMX and
IntercontinentalExchange will be necessary to approve the transaction. As you
are aware, holders of a majority of the outstanding shares of NYSE Euronext's
common stock will be required to approve the proposed transaction (as compared
to the supermajority required of the Deutsche Borse stockholders). We would
note that NYSE Euronext, NASDAQ OMX and IntercontinentalExchange share many of
the same stockholders and that support from our stockholders is likely to
translate into strong support from NYSE Euronext's stockholders for our
Proposal.
We recognize that certainty of closing a transaction is of paramount importance
to NYSE Euronext's Board of Directors as it evaluates our Proposal. We would
expect our acquisition to be subject to customary closing conditions, including
the receipt of competition approvals in the U.S., the E.U. and other relevant
jurisdictions, as well as approvals from the relevant exchange regulators, and
the receipt of the necessary stockholder approvals described above.
We and our respective advisors have spent considerable time in determining the
necessary approvals required by competition and other governmental authorities,
including the various exchange regulators. We look forward to discussing with
you, in detail, our analysis of the required approvals and the approach we
expect to take to obtain them. We are highly confident that we will obtain
these approvals, and we are prepared to begin working immediately with the
relevant authorities to address any potential issues they may identify. We
recognize that our Proposal creates a greater competitive issue in the U.S.
than the Deutsche Borse proposal; however, we are confident that this issue can
be satisfactorily resolved because the combination of the NASDAQ OMX and NYSE
Euronext businesses would increase the competitiveness of the combined entity's
listings businesses against the exchange and off-exchange trading alternatives
in an increasingly globalized market for capital. Accordingly, we are confident
that our proposal could not be disqualified as a 'Superior Proposal' because of
competition questions.
Due Diligence
We have dedicated significant internal resources and retained external advisors
to allow us to complete diligence on an accelerated time frame. In addition to
meeting with members of NYSE Euronext's management, we anticipate conducting
diligence with respect to legal, accounting, financial, tax, and business and
operations matters. We are already very familiar with each of NYSE Euronext's
businesses and therefore any due diligence process will be very focused and
efficient, with minimal disruption to your employees and businesses.
Since a significant portion of the consideration in our proposal consists of
shares of NASDAQ OMX common stock and IntercontinentalExchange common stock, we
are both ready to make available to NYSE Euronext and its advisors the
materials they will need to conduct appropriate diligence on our respective
companies.
Next Steps
We strongly believe that you should conclude that our Proposal constitutes a
Superior Proposal, as defined in NYSE Euronext's agreement with Deutsche Borse.
We believe all parties will benefit from a discussion of the potential
synergies and benefits provided by our Proposal, and from permitting us to
commence promptly our due diligence, which will allow us to submit a final and
binding proposal in the near future. In connection with the proposed
transaction, NASDAQ OMX has engaged Bank of America Merrill Lynch and Evercore
Group L.L.C. as financial advisors and Shearman&Sterling LLP as legal
counsel, and IntercontinentalExchange has engaged Lazard, Broadhaven Capital
Partners, LLC and BMO Capital Markets Corp. as financial advisors and Sullivan&Cromwell LLP as legal counsel. We and our advisors are available to meet to
discuss the terms of our Proposal and to negotiate a definitive agreement as
soon as possible, and we are prepared to immediately enter into customary
confidentiality agreements with NYSE Euronext.
Other Matters
Due to the significance of this Proposal not only to the stockholders of NYSE
Euronext who are considering the merits of a transaction with Deutsche Borse,
but also to the stockholders of NASDAQ OMX and IntercontinentalExchange as well
as to the broader public, we intend to issue a press release to publicly
disclose this letter.
This letter is not intended to be and is not a binding contract between us or
an offer by us capable of your acceptance, but rather is a non-binding
indication of our serious interest to enter into a transaction with NYSE
Euronext on the terms and conditions proposed herein, which we hope will serve
as a basis for moving forward toward a mutually agreed transaction. Although
NASDAQ OMX, IntercontinentalExchange and NYSE Euronext will be bound only in
accordance with terms and conditions to be negotiated and contained in a
definitive agreement amongthe parties, we are deeply committed to achieving a
transaction. This letter shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law.
We are prepared to immediately engage with the NYSE Euronext Board of Directors
and its advisors to begin exploring the mutual benefits of our Proposal for all
stakeholders. Thank you for your consideration and we look forward to hearing
from you as soon as feasible.
About NASDAQ OMX
The NASDAQ OMX Group, Inc. is the world's largest exchange company. It delivers
trading, exchange technology and public company services across six continents,
with approximately 3,600 listed companies. NASDAQ OMX offers multiple capital
raising solutions to companies around the globe, including its U.S. listings
market, NASDAQ OMX Nordic, NASDAQ OMX Baltic, NASDAQ OMX First North, and the
U.S. 144A sector. The company offers trading across multiple asset classes
including equities, derivatives, debt, commodities, structured products and
exchange-traded funds. NASDAQ OMX technology supports the operations of over 70
exchanges, clearing organizations and central securities depositories in more
than 50 countries. NASDAQ OMX Nordic and NASDAQ OMX Baltic are not legal
entities but describe the common offering from NASDAQ OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more
information about NASDAQ OMX, visit http://www.nasdaqomx.com. *Please follow
NASDAQ OMX on Facebook (http://www.facebook.com/pages/NASDAQ-OMX/108167527653)
and Twitter (http://www.twitter.com/nasdaqomx).
About IntercontinentalExchange
IntercontinentalExchange (NYSE:ICE) is a leading operator of regulated futures
exchanges and over-the-counter markets for agricultural, credit, currency,
emissions, energy and equity index contracts. ICE Futures Europe hosts trade in
half of the world's crude and refined oil futures. ICE Futures U.S. and ICE
Futures Canada list agricultural, currencies and Russell Index markets. ICE is
also a leading operator of central clearing services for the futures and
over-the-counter markets, with five regulated clearing houses across North
America and Europe. ICE serves customers in more than 70 countries.
www.theice.com
The following are trademarks of IntercontinentalExchange, Inc. and/or its
affiliated companies: IntercontinentalExchange, ICE, ICE and block design, ICE
Futures Europe and ICE Clear Europe. All other trademarks are the property of
their respective owners. For more information regarding registered trademarks
owned by IntercontinentalExchange, Inc. and/or its affiliated companies, see
https://www.theice.com/terms.jhtml
Forward-Looking Statements
Information set forth in this communication contains forward-looking statements
that involve a number of risks and uncertainties. NASDAQ OMX and ICE caution
readers that any forward-looking information is not a guarantee of future
performance and that actual results could differ materially from those
contained in the forward-looking information. Such forward-looking statements
include, but are not limited to (i) projections about future financial results,
growth, trading volumes, tax benefits and achievement of synergy targets, (ii)
statements about the implementation dates and benefits of certain strategic
initiatives, (iii) statements about integrations of recent acquisitions, and
(iv) other statements that are not historical facts. Forward-looking statements
involve a number of risks, uncertainties or other factors beyond NASDAQ OMX's
and ICE's control. These factors include, but are not limited to, NASDAQ OMX's
and ICE's ability to implement its strategic initiatives, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors detailed in
each of NASDAQ OMX's and ICE's filings with the U.S. Securities Exchange
Commission (the 'SEC'), including (i) NASDAQ OMX's annual reports on Form 10-K
and quarterly reports on Form 10-Q that are available on NASDAQ OMX's website
at http://nasdaqomx.com and (ii) ICE's annual reports on Form 10-K and
quarterly reports on Form 10-Q that are available on ICE's website at
http://theice.com. NASDAQ OMX's and ICE's filings are also available on the SEC
website at www.sec.gov. Risks and uncertainties relating to the proposed
transaction include: NASDAQ OMX, ICE and NYSE Euronext will not enter into any
definitive agreement with respect to the proposed transaction; required
regulatory approvals and financing commitments will not be obtained on
satisfactory terms and in a timely manner, if at all; the proposed transaction
will not be consummated; the anticipated benefits of the proposed transaction
will not be realized; and the integration of NYSE Euronext's operations with
those of NASDAQ OMX or ICE will be materially delayed or will be more costly or
difficult than expected. NASDAQ OMX and ICE undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.
Important Information About the Proposed Transaction and Where to Find It:
Subject to future developments, additional documents regarding the transaction
may be filed with the SEC. This material is not a substitute for the joint
proxy statement/prospectus or any other documents NASDAQ OMX, ICE and NYSE
Euronext would file with the SEC. Such documents, however, are not currently
available. INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER DOCUMENTS NASDAQ OMX, ICE AND
NYSE EURONEXT WOULD FILE WITH THE SEC, IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain a free copy of the joint proxy statement/prospectus, if and when
such document becomes available, and other relevant documents filed by NYSE
Euronext, ICE and/or NASDAQ OMX, without charge, at the SEC's website
(http://www.sec.gov). Copies of the final proxy statement/prospectus, if and
when such document becomes available may be obtained, without charge, by
directing a request to NASDAQ OMX at One Liberty Plaza, New York, New York
10006, Attention: Investor Relations, in the case of NASDAQ OMX's filings, or
ICE, at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention:
Investor Relations; or by emailing a request to ir@theice.com, in the case of
ICE's filings.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Participants in the Solicitation:
NASDAQ OMX, ICE, and their respective directors, executive officers and other
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction.
You can find information about NASDAQ OMX and NASDAQ OMX's directors and
executive officers in NASDAQ OMX's Annual Report on Form 10-K, filed with the
SEC on February 24, 2011, NASDAQ OMX's proxy statement, filed with the SEC on
April 16, 2010 for its 2010 annual meeting of stockholders, and NASDAQ OMX's
current reports on Form 8-K, filed on February 14, 2011 and February 24, 2011.
You can find information about ICE and ICE's directors and executive officers
in ICE's Annual Report on Form 10-K, filed with the SEC on February 9, 2011,
ICE's current report on Form 8-K filed on March 7, 2011 and in ICE's proxy
statement for its 2010 annual meeting of stockholders, filed with the SEC on
April 5, 2010.
Additional information about the interests of potential participants will be
included in the joint prospectus/proxy statement, if and when it becomes
available, and the other relevant documents filed with the SEC.
The photos are also available at Newscom, www.newscom.com, and via AP
PhotoExpress.
NDAQF
CONTACT: NASDAQ OMX
Media
Frank De Maria
+1 212 231 5183
frank.demaria@nasdaqomx.com
Investor
Vincent Palmiere
+1 301 978 5242
vincent.palmiere@nasdaqomx.com
IntercontinentalExchange
Media and Investor
Kelly Loeffler
+ 1 770 8574726
kelly.loeffler@theice.com
News Source: NASDAQ OMX
01.04.2011 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: The NASDAQ OMX Group, Inc.
United States
Phone:
Fax:
E-mail:
Internet:
ISIN: US6311031081
WKN:
End of Announcement DGAP News-Service
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Datum: 01.04.2011 - 13:00 Uhr
Sprache: Deutsch
News-ID 379209
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Kontakt-Informationen:
Kategorie:
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Die Pressemitteilung mit dem Titel:
"DGAP-News: NASDAQ OMX Group Inc. and IntercontinentalExchange Propose Superior Transaction to Acquire NYSE Euronext for $42.50 Per Share, 19% Premium to Deutsche Boerse Proposal"
steht unter der journalistisch-redaktionellen Verantwortung von
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