NYX Nyse Euronext

Shares of Deutsche Boerse AG (DB1.XE) fell Friday, after Nasdaq OMX Group Inc. (NDAQ) and IntercontinentalExchange Inc. (ICE) topped the German exchange operator's offer for NYSE Euronext (NYX), throwing its place in ongoing sector consolidation into doubt.

At 1234 GMT, Deutsche Boerse's shares were down EUR0.54, or 1%, at EUR53.01, having rebounded from 4% drop within the first 15 minutes following Nasdaq/ICE the announcement.

Nasdaq and ICE proposed to buy for $42.50 per NYSE Euronext share, to be paid in cash and stock, valuing the deal around $11.3 billion. The offer, which was widely anticipated, represents a 19% premium over the price proposed by Deutsche Boerse, both companies said.

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.

NordLB analyst Constantin Rohrbach said the counteroffer is bad news for Deutsche Boerse and its attempt to build a global exchange giant.

"[NYSE Euronext] shareholders will make a tough choice and take the higher offer," Rohrbach said. "The next step will be a reaction by Deutsche Boerse, but it's unlikely that Deutsche Boerse will come up with a higher offer now; currently, I see Nasdaq is ahead."

"I don't see how Deutsche Boerse can make its offer more attractive--it was a merger offer and not a takeover bid, and they offered the maximum they could offer and still had to pass a number of obstacles," he said.

Deutsche Boerse said in a statement that it still considers the tie-up the best combination of the shareholders and stakeholders of both companies.

Any other offer would be at the disadvantage of Deutsche Boerse shareholders, Rohrbach said.

Rohrbach also said the high break fee Deutsche Boerse would receive because of the collapse of its NYSE Euronext deal--EUR250 million--was minor considering the total size of the deal.

A trader noted that investors fear the deal could now become very expensive for Deutsche Boerse. However, he said that there have always been doubts about whether NYSE with Deutsche Boerse would succeed, given U.S. political resistance to the deal.

NordLB's Rohrbach called the high cash portion in Nasdaq's offer surprising, saying he didn't expect Nasdaq to be as liquid, and would be curious to find out the financiers behind the proposed transaction.

Under the terms of the deal involving Deutsche Boerse and NYSE Euronext, Deutsche Boerse shareholders would own 60% of the new company, with NYSE Euronext shareholders controlling 40%. Each Deutsche Boerse share will be exchanged for one share of the new company's stock, while each share of NYSE Euronext will be swapped for 0.47 share of the new company stock.

-By Ulrike Dauer, Dow Jones Newswires; +49 69 29725 500; ulrike.dauer@dowjones.com

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