DGAP-News: NASDAQ OMX Group and IntercontinentalExchange Respond to NYSE Euronext Board's Summary Rejection of Superior Proposal
ID: 384548
11.04.2011 03:17
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Board of NYSE Euronext Wants to Deny Stockholders Benefit of Superior Proposal
Significant Execution Risks with Deutsche Boerse Proposal
Reaffirms Proposal that Delivers Significantly More Value to NYSE Stockholders
NEW YORK and ATLANTA, 2011-04-11 03:11 CEST (GLOBE NEWSWIRE) -- NASDAQ OMX
(NDAQ) and IntercontinentalExchange (ICE) today issued the following statement
in response to the summary rejection by NYSE Euronext (NYX) of their joint
proposal to acquire NYSE Euronext, valued at $43.13 per share in cash and
stock, as of the close of trading on Friday, April 8, 2011.
NYSE Euronext's Board of Directors, without engaging in any dialogue or
discussion, has summarily elected to deny its stockholders the opportunity to
benefit from a clearly superior proposal to the announced transaction with
Deutsche Boerse, a proposed transaction that is indisputably financially
inferior.
-- This NASDAQ OMX/ICE transaction would create two global leading exchanges,
one primarily focused on cash equities and the other on derivatives. This
reduces execution risk and allows investors to make their own allocation
decisions.
-- The superior cash and stock proposal from NASDAQ OMX and ICE provides NYSE
Euronext's stockholders with immediate value and a higher premium to the
proposal from Deutsche Boerse.
-- There is greater potential for long-term value creation under the NASDAQ
OMX/ICE proposal by placing NYSE Euronext's businesses under management
teams with proven track records of unlocking value through successful
merger integrations.
-- Best of breed management of NASADQ OMX and ICE would create two focused
alternatives in cash equities and derivatives with less management risk
than the conglomerate proposed by NYSE Euronext/Deutsche Boerse.
-- There are significant execution and integration risks to stockholders with
the proposed NYSE Euronext/Deutsche Boerse transaction, given that both
managements have histories of failing to achieve promised objectives in
previous cross-border merger integrations and the transaction faces
European competition hurdles.
-- NASDAQ OMX and ICE are committed to a prudent use of leverage to finance
the transaction. In particular, NASDAQ OMX is focused on maintaining its
investment-grade credit rating.
Commenting on NYSE Euronext's announcement, Robert Greifeld, Chief Executive
Officer of NASDAQ OMX said, 'NYSE Euronext's Board of Directors is depriving
its stockholders of the benefits of a superior proposal, disregarding the
fundamental corporate governance principles that it has espoused for the rest
of corporate America. The feedback we have received from NYSE Euronext
stockholders is very positive, and we would expect NYSE Euronext would, at the
very least, meet with us and our advisors to discuss the merits of the proposed
combination.'
Jeffrey C. Sprecher, Chairman and Chief Executive Officer of ICE said, 'By
declining to meet with us, the NYSE Euronext Board is ignoring its obligations
to its stockholders, which is surprising given the role that NYSE Euronext sets
for issuers in establishing good corporate governance. NASDAQ OMX and ICE would
not have made this joint proposal without a high degree of confidence that our
proposal is both superior for NYSE Euronext's stockholders and capable of
consummation. I would expect that NYSE Euronext's stockholders will make their
displeasure known to the Board.'
'We will continue meeting with investors, customers and regulators to highlight
the many ways in which our proposal is superior, not only for the stockholders
of NYSE Euronext, but also for market participants in the U.S. and Europe which
would benefit from a more efficient and competitive marketplace,' Sprecher
added.
NASDAQ OMX and ICE reaffirmed their interest in acquiring NYSE Euronext given
the benefits to stockholders of all three companies. The NASDAQ OMX/ICE
proposal provides NYSE Euronext stockholders with exposure to two focused
players in equities and derivative exchanges, while the Deutsche Boerse
proposal offers exposure to a single diversified exchange that may receive a
conglomerate discount. The NASDAQ OMX/ICE proposal also offers a strategically
attractive alternative with stronger potential upside in two best-in-class
operators given the superior growth prospects and significant, realizable
combined synergies of $740 million annually. NYSE Euronext and Deutsche Boerse,
by comparison, have both taken significant write-downs on previous cross-border
transactions they have engineered.
Under the terms of the NASDAQ/ICE proposal, 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. equity options business.
The NASDAQ OMX/ICE proposal provides a premium that is a 17% increase over the
current implied value of the Deutsche Boerse proposal, and an 11% premium over
the current NYSE Euronext stock price, as of April 8, 2011. Equally, NYSE
Euronext's suggestion that the Deutsche Boerse proposal somehow provides
greater long term value has already been rejected by investors around the
world. Since the announcement of Deutsche Boerse's acquisition of NYSE Euronext
on February 15, 2011, the value of Deutsche Boerse's stock, in euros, has
declined by 9%.
NASDAQ OMX and ICE are confident that their proposed transaction will gain
regulatory approvals in all the necessary jurisdictions. NASDAQ OMX and ICE
have developed a realistic and actionable plan for dealing with any antitrust
issues.
While NYSE Euronext Board raised unacceptable execution risk as a reason for
rejecting the NASDAQ OMX/ICE proposal, it failed to acknowledge the significant
execution risk associated with the Deutsche Boerse proposal, including the
significant competition issues created by the proposed Deutsche Boerse/NYSE
Euronext combination in Europe given the dominance the resulting entity would
have in the European derivatives market.
NYSE Euronext's response does not change NASDAQ OMX and ICE's belief in the
strategic merits of their proposal or the ability to consummate the
transaction. Many of the perceived concerns with the NASDAQ OMX and ICE
proposal can be overcome through the due diligence process.
Both NASDAQ OMX and ICE have received strong support from a group of leading
institutions, including Bank of America and Wells Fargo, which together are
prepared to arrange the fully committed financing required to complete the
transaction.
Additional Details
All details and other supporting information related to this proposal are
available on http://www.nasdaq.com/deal and http://ir.theice.com
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 ofNASDAQ 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,
and in ICE's proxy statement for its 2011 annual meeting of stockholders, filed
with the SEC on April 1, 2011.
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.
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
11.04.2011 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
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Company: The NASDAQ OMX Group, Inc.
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