NEW YORK and ATLANTA, April 1,
2011 /PRNewswire/ --
- 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.
- Represents a superior proposal to the Deutsche Boerse takeover
proposal
- 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
NASDAQ OMX (Nasdaq: NDAQ) and IntercontinentalExchange (NYSE:
ICE) today announced that they have made a joint proposal to
acquire NYSE Euronext (NYSE: 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.
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
derivatives 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 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."
Jeffrey C. Sprecher, Chairman and
Chief Executive Officer of ICE, 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.
ICE's acquisition 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
- Capitalizes 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 stockholder 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 companies' 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. ICE's acquisition would
also 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 the proposed combination would
satisfy the required regulatory approvals in all jurisdictions.
NASDAQ OMX and ICE believe that they can secure E.U.
competition clearance in contrast to the expectation of a deep and
extended probe for the proposed Deutsche Boerse 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
shareholders. 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. ICE 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
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8:30 a.m. – 9:30 a.m. EST
(ID: 56984527)
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Toll-free: +1 877 645
6210
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International: +1 914 495
8566
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Webcast:
http://ir.nasdaqomx.com/eventdetail.cfm?eventid=95133
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Media
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10:00 a.m. - 10:30 a.m.
EST (ID: 56990088)
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Toll-free: +1 877 847
5946
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International: +1 970 315
0447
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Webcast:
http://ir.nasdaqomx.com/eventdetail.cfm?eventid=95134
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Additional Details
All details and other supporting information related to this
proposal are available on www.nasdaq.com/deal and 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 Boerse AG ("Deutsche Boerse") 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 Boerse 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, shareholders 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 Boerse's current
offer based upon Deutsche Boerse'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 Boerse). 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
Boerse.
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
Boerse/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 Boerse/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 Boerse's acquisition of International Securities Exchange,
for instance, has not yet demonstrated the level of synergies and
value creation originally promised to Deutsche Boerse's
shareholders.
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 Boerse, 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;
- Invigorates market 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 Boerse shareholders).
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 Boerse 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 Boerse. 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 Boerse, 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 among the 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.
ICE-CORP
SOURCE IntercontinentalExchange