DGAP-News: NASDAQ OMX Group and IntercontinentalExchange Issue Letter to NYSE Euronext Stockholders
ID: 401898
09.05.2011 15:20
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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.
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
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 and 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 for informational purposes only and
does not constitute an offer to exchange, or a solicitation of an offer to
exchange, shares of common stock of NYSE Euronext.
This material is not a substitute for the tender offer statement, registration
statements, offer to exchange/prospectuses and other documents that are
intended to be filed with the SEC by NASDAQ OMX, ICE and their affiliates
regarding an exchange offer for shares of common stock of NYSE Euronext. Nor is
this material a substitute for the joint proxy statement/prospectuses 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 TENDER OFFER STATEMENT, REGISTRATION STATEMENTS, OFFER TO
EXCHANGE/PROSPECTUSES AND OTHER EXCHANGE OFFER DOCUMENTS NASDAQ OMX, ICE AND
THEIR AFFILIATES WILL FILE WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE, AND THE PROXY
STATEMENT/PROSPECTUSES 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. All such documents, when filed, are available free of charge at
the SEC's website (http://www.sec.gov) or by directing a request, in the case
of NASDAQ OMX's filings, to NASDAQ OMX at One Liberty Plaza, New York, New York
10006, Attention: Investor Relations or, in the case of ICE's filings, to ICE,
at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention:
Investor Relations; or by emailing a request to ir@theice.com.
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 proxy statement/prospectuses, if and when it becomes
available, and the other relevant documents filed with the SEC.
ICE-CORP
NDAQG
CONTACT: IntercontinentalExchange
Media and Investor Contact:
Kelly Loeffler
+ 1 770 857 4726
kelly.loeffler@theice.com
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
News Source: NASDAQ OMX
09.05.2011 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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Language: English
Company: The NASDAQ OMX Group, Inc.
United States
Phone:
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Internet:
ISIN: US6311031081
WKN:
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