Nasdaq OMX Makes Competing Offer To Acquire NYSE Euronext

The Nasdaq OMX Group (NASDAQ:NDAQ) and the IntercontinentalExchange (NYSE:ICE) announced today a joint proposal to acquire NYSE Euronext (NYSE:NYX) for $42.50 per share in cash and stock, or approximately $11.3 billion, based on the closing prices of the respective stocks as of March 31, 2011. The proposal represents a 19% premium over the buyout offer from Deustsche Boerse, based on the German exchanges closing share price as of March 31, 2011, according to Nasdaq OMX and ICE. Under the terms of the deal, NYSE Euronext stockholders would receive $14.24 per share in cash, plus 0.4069 shares of Nasdaq OMX stock and 0.1436 shares of ICE stock for each NYSE Euronext share they own. As part of the proposal, ICE would purchase NYSE Euronext’s derivates business, with Nasdaq OMX retaining the rest of NYX’s businesses, including its stock exchanges in New York, Paris, Brussels, Amsterdam, and Lisbon, as well as its U.S. options business. The combined NYSE EuronextNasdaq would merge the two largest stock exchanges in the world by total market capitalization of companies listed and total value of trade on the exchange. The exchange would have a total market capitalization of companies listed of over $20 trillion, have a geographic footprint in 16 countries and be headquartered in New York City. Robert Greifeld, CEO 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 of 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.”