DGAP-News: NASDAQ OMX Group and IntercontinentalExchange Deliver Proposed Merger Agreement to NYSE Euronext Board of Directors; Demonstrate Commitment to Proposal That is Superior by 21% or $2 Billion
ID: 390705
19.04.2011 14:14
---------------------------------------------------------------------------
NEW YORK and ATLANTA, 2011-04-19 14:13 CEST (GLOBE NEWSWIRE) --
NASDAQ OMX (NDAQ) and IntercontinentalExchange (ICE) today announced they have
taken a series of steps demonstrating their commitment to pursuing their
superior proposal with NYSE Euronext and providing greater certainty to the
NYSE Euronext Board.
-- A proposed merger agreement has been submitted to the NYSE Euronext Board
that is consistent with the terms of the current business combination
agreement with Deutsche Boerse;
-- NASDAQ OMX and ICE are prepared to pay a reverse termination fee of $350
million (USD), in the event that they are unable to obtain necessary
antitrust and competition approvals;
-- NASDAQ OMX and ICE have received fully committed financing of $3.8 billion
from a group of leading institutions; and
-- Actions necessary to start the U.S. antitrust review processes have been
taken and those reviews are expected to commence shortly.
A copy of the letter that accompanied the proposed merger agreement sent to the
NYSE Euronext Chairman today is attached to this press release.
Robert Greifeld, Chief Executive Officer of NASDAQ OMX, said, 'Our actions
today demonstrate our commitment to pursuing this transaction and further
illustrate exactly how our proposal is superior. This should also eliminate any
concerns that the NYSE Euronext Board has about engaging in discussions with
us. It's time to allow a reasonable and expeditious diligence process to
begin.'
Jeffrey C. Sprecher, Chairman and Chief Executive Officer of ICE, said, 'Based
on the feedback we have heard from NYSE Euronext stockholders, we are more
confident than ever that the proposed NASDAQ OMX/ICE transaction is better for
them, the markets and the exchange's customers. We trust that the NYSE Euronext
Board will seek to enhance the value to its stockholders by meeting with us to
evaluate our superior proposal.'
Superior Proposal
The NASDAQ OMX/ICE proposal remains superior by a significant and inescapable
margin. Based on April 18th closing prices, the NASDAQ OMX/ICE proposal
outlined in the proposed merger agreement is valued at $42.67 per NYX share.
This is 21%, or $2 billion, above the $35.29 value per NYX share under the
Deutsche Boerse transaction. Under the NASDAQ OMX/ICE proposal, the combined
company would incorporate the iconic NYSE name and floor and strengthen
investor confidence in U.S. equity markets, which have been shaken by
fragmentation. In addition, NYSE Euronext stockholders will benefit from the
transaction's cash component as well as a meaningful participation in a newly
combined ICE/Liffe derivatives business that will preserve competition in the
European Union.
$350 Million Reverse Break-Up Fee Demonstrates Confidence in Ability to Receive
Necessary Competition Approvals
The addition of the $350 million reverse break-up fee in the proposed merger
agreement, which NYSE Euronext would receive in the event of a failure to
obtain required antitrust or competition approvals, demonstrates how convinced
we are that we will obtain all necessary regulatory approvals. These
significant improvements to the Deutsche Boerse proposal address any legitimate
concerns of the NYSE Euronext Board with respect to the execution risk of the
NASDAQ OMX/ICE proposal as compared to the execution risk of the Deutsche
Boerse proposal, particularly in light of the substantial overlap in the
Deutsche Boerse and NYSE Euronext European derivatives businesses that may
create execution and timing risk in the Deutsche Boerse deal. In short, our
addition of a reverse break-up fee demonstrates our confidence.
Committed Financing of $3.8 Billion
As previously announced, 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. NASDAQ OMX has signed and received a fully committed
financing from a syndicate of banks including Bank of America, Nordea Bank AB
(publ), Skandinaviska Enskilda Banken AB (publ) and UBS Investment Bank. ICE
has signed and received fully committed financing from a syndicate of banks
including Wells Fargo and Bank of America. NASDAQ OMX and ICE remain committed
to a prudent use of leverage to finance the transaction. In particular, NASDAQ
OMX is focused on maintaining its investment-grade credit rating.
Letter Sent to NYSE Euronext Chairman
April 19, 2011
Board of Directors
Attn: Jan-Michiel Hessels - Chairman of the Board of Directors
NYSE Euronext
11 Wall Street
New York, NY 10005
Dear Mr. Hessels:
We believe the joint proposal of The NASDAQ OMX Group, Inc. ('NASDAQ OMX') and
IntercontinentalExchange, Inc. ('ICE') to combine with NYSE Euronext offers
terms that are substantially more favorable to your stockholders than the terms
of your agreement with Deutsche Boerse. As such, we were extremely disappointed
to see the announcement that the Board of Directors of NYSE Euronext (the
'Board') determined to summarily reject our proposal without any discussion
with us. Since making public our proposal to combine with NYSE Euronext, we
have had the opportunity to discuss our transaction with industry participants
and your stockholders. Our already strong resolve to complete a combination of
the companies has been reinforced by these discussions.
While we regret the Board's decision to reject our proposal, we have paid
careful attention to the reasons you have articulated in support of that
decision in order to respond to the legitimate concerns of the Board. Most
importantly, however, we take issue with the Board's statements that the
proposed acquisition of NYSE Euronext by Deutsche Boerse is strategically more
attractive than our proposal. We cannot imagine a more strategically powerful
opportunity for NYSE Euronext stockholders than to be able to participate in
two highly focused companies, one focused on the cash equities business and the
other focused on derivatives, rather than the exchange supermarket proposed to
be created by Deutsche Boerse. We believe that your stockholders should be
given the opportunity to make the decision as to how best to allocate their
interests in NYSE Euronext. We believe that, in addition to a superior
financial proposal, the synergies available for our customers, our ability to
lower costs and the highly focused business segments of NASDAQ OMX and ICE are
significantly more attractive in both the short-term and the long-term than the
proposed acquisition of NYSE Euronext by Deutsche Boerse.
In order to further progress our proposal, we have attached to this letter a
proposed form of Agreement and Plan of Merger (the 'Merger Agreement')
detailing the transaction proposal previously communicated to you in our letter
of April 1, 2011. Subject to confirmatory due diligence, we would be willing to
enter expeditiously into a definitive agreement substantially in the form
attached. Toward this end and in light of our superior offer, we anticipate the
Board's decision to meet with us and allow us to conduct due diligence with the
objective of negotiating the final merger agreement. In doing so, we are
confident that we will be able to address any questions the Board may have
regarding our superior proposal.
In addition to providing you with the proposed form of Merger Agreement, we are
pleased to inform you that each of us has received fully executed commitment
letters from our respective lenders in order to fully finance the cash portion
of our offer, and, as you will see in the proposed form of Merger Agreement,
our proposed transaction is not subject to any financing condition. We are
prepared to share the commitment letters with you at such time as we execute an
appropriate and customary confidentiality agreement.
We have reflected in the attached Merger Agreement our willingness to accept
substantially all of the terms of your existing Business Combination Agreement
with Deutsche Boerse, and we remain highly confident in our ability to obtain
all regulatory approvals in connection with our proposed transaction. To this
end, we have provided for a 'reverse break-up fee' of $350 million in the
attached Merger Agreement to eliminate any concerns you might have regarding
our ability to obtain regulatory approval for our transaction. In short, we
believe that the transaction that NASDAQ OMX and ICE have proposed is
financially and strategically superior to your proposed transaction with
Deutsche Boerse, and that our proposed transaction is concrete and executable
as evidenced by our willingness to enter into the attached Merger Agreement and
offer the reverse break-up fee. This commitment is backed by the financial
resources of our respective companies and is fully supported by each of our
Boards of Directors.
The agreement with Deutsche Boerse permits you to engage in discussions with us
and allow us to undertake our due diligence investigation of NYSE Euronext if
you believe that 'there is a reasonable likelihood that our proposal could
constitute a Superior Proposal.' In this regard, you need not actually
determine that our proposal is, at this time, a Superior Proposal. There is no
question that our proposal is economically 'Superior', indeed far superior, and
we believe your duty to be well informed requires that you discuss with us any
issues that could conceivably overcome this sharp difference in the value of
the two offers. By engaging with us, you will be enhancing your ability, and
the ability of your stockholders, to consider our proposal, and you will also
discover whether Deutsche Boerse would improve its offer in response. Your
stockholders have an obvious interest in understanding the benefits accruing to
them under our proposal as well as its strategic rationale and its likelihood
of completion. Based on our own conversations with your stockholders, we sense
that they want the Board to engage with us to determine if, in fact, our
proposal is better for NYSE Euronext, its stockholders, and the broader
markets.
In preparing this Agreement, we have gone to great lengths to stay within the
boundaries of your pending agreement with Deutsche Boerse, so as not to impose
upon NYSE Euronext burdens or obligations not imposed by Deutsche Boerse, and
we have added a key benefit (in addition to our substantially higher price)
that you did not obtain in your negotiations with Deutsche Boerse. More
specifically:
-- We have not asked that you make any material representation or warranty
that you have not already provided to Deutsche Boerse;
-- We have not asked that you agree to any covenant with respect to the
operations of your business during the pendency of the transaction that you
have not already agreed to with Deutsche Boerse;
-- We have eliminated the burdensome 'force the vote' obligation that you
agreed to in your agreement with Deutsche Boerse; and
-- We have added a $350 million reverse break-up fee to be payable by us to
you in the event that we are unable to close the transaction as a result of
a failure to obtain anti-trust or competition approvals.
We view the addition of the reverse break-up fee in the event we fail to obtain
anti-trust or competition law approvals as being a significant improvement to
your proposed Deutsche Boerse transaction, aswell as demonstrating our
confidence that we can address any anti-trust or competition issues that may be
raised. As you know, Deutsche Boerse has not expressed a similar level of
confidence as it is not obligated to pay any fee to NYSE Euronext if its
transaction is blocked by regulators. While we are sure that you have analyzed
the competition issues involved in that transaction, based on our preliminary
analysis, we are of the view that your proposed Deutsche Boerse transaction (i)
will take longer to review in the European Union than ours will take to review
in the United States, and (ii) as has been publicly acknowledged by NYSE
Euronext1, faces significant challenges before the European Union competition
authorities. If the regulators require actions that would impose a 'substantial
detriment' on Deutsche Boerse, Deutsche Boerse will have the option to close or
not close their transaction as they see fit, and they will not be obligated to
pay a break-up fee to you or your stockholders if they decide not to close.
This is on top of the deal risk posed by the requirement in the Deutsche Boerse
transaction that the holders of 75% of Deutsche Boerse's shares tender into the
offer contemplated by the Business Combination Agreement.
NASDAQ OMX and ICE are currently engaged in discussions with the Staff of the
Antitrust Division of the Department of Justice concerning its review of our
proposed transaction and, as part of those discussions, NASDAQ OMX and ICE are
responding to staff requests, and providing to the staff information and
documents concerning NASDAQ OMX's and ICE's businesses and the market
environment in which they operate. In addition, we intend to acquire shares of
common stock of NYSE Euronext and, as a result of these acquisitions, intend to
hold voting securities of NYSE Euronext valued in excess of $66 million. We
will file notification of this intent under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the 'HSR Act') with both the Federal Trade Commission
and Antitrust Division of the Department of Justice, triggering the formal
commencement of the waiting period under the HSR Act.
As we described in our letter of April 1, 2011, if the Board were to engage in
dialogue with us, we also believe that our proposal could be structured as a
tax-free transaction to the NYSE Euronext stockholders with respect to the
stock consideration to be issued in the transaction. In order to assist the
Board in its understanding of the proposed structure, we would be pleased to
provide the Board and its advisors with a summary of the detailed steps and
revisions that would be made to the draft Merger Agreement to effect a tax
efficient separation of the businesses and their respective tax free
combinations with NASDAQ OMX and ICE. We look forward to discussing with you
how to make this benefit of our transaction available to the NYSE Euronext
stockholders. Also, because a significant portion of the consideration that we
are offering in our proposal consists of stock in NASDAQ OMX and ICE, 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.
This letter and the enclosed Merger Agreement are intended to be an indication
of the seriousness of our interest to enter into a transaction with NYSE
Euronext on the terms and conditions proposed in the attached form of Merger
Agreement - including our provision of a reverse break-up fee - subject to a
focused and expeditious due diligence review. Although NASDAQ OMX, ICE and NYSE
Euronext will be bound only in accordance with terms and conditions to be
negotiated and contained in a definitive agreement among the parties, both
NASDAQ OMX and ICE are deeply committed to achieving a transaction. We intend
to issue a press release to publicly disclose this letter.
Given the details provided on our superior offer, we await the Board's decision
to meet with us and allow us to conduct due diligence with the objective of
negotiating the final merger agreement. In doing so, we are confident that we
will be able to address any questions of the Board regarding our proposal. With
your cooperation, we are confident we could negotiate and sign a definitive
merger agreement rapidly. Thank you for your consideration and we look forward
to hearing from you as soon as feasible.
Very truly yours,
Robert Greifeld Jeffrey C. Sprecher
Chief Executive Officer Chairman&Chief Executive Officer
The NASDAQ OMX Group, Inc. IntercontinentalExchange, Inc.
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 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, and in NASDAQ OMX's proxy statement for its 2011
annual meeting of stockholders, filed with the SEC on April 15, 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, andthe other relevant documents filed with the SEC.
1 'I think both deals have risk, there's no question about it. On our side it's
obvious that if you look at what the envisioned NewCo would be, we have a lot
of work to do with the competition authorities in Brussels, to talk about the
derivatives market and OTC derivatives market.' CNBC interview of CEO of NYSE
Euronext, Duncan Niederauer, April 11, 2011.
NDAQG
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
19.04.2011 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
---------------------------------------------------------------------------Unternehmensinformation / Kurzprofil:
Datum: 19.04.2011 - 14:14 Uhr
Sprache: Deutsch
News-ID 390705
Anzahl Zeichen: 28145
Kontakt-Informationen:
Kategorie:
Wirtschaft (allg.)
Diese Pressemitteilung wurde bisher 247 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"DGAP-News: NASDAQ OMX Group and IntercontinentalExchange Deliver Proposed Merger Agreement to NYSE Euronext Board of Directors; Demonstrate Commitment to Proposal That is Superior by 21% or $2 Billion"
steht unter der journalistisch-redaktionellen Verantwortung von
The NASDAQ OMX Group, Inc. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
