NYX Nyse Euronext

Nasdaq OMX Group Inc. (NDAQ) and IntercontinentalExchange Inc. (ICE) on Tuesday intensified their pursuit of NYSE Euronext (NYX), acquiring shares in their target and improving their takeover plan with a break-up fee and committed funding.

The share purchase will help them advance efforts to address antitrust concerns with regulators while the $2 billion gap between their proposal and the Big Board operator's agreed merger with Deutsche Boerse AG (DB1.XE) may intensify pressure on NYSE Euronext to reconsider the plan it rejected a week ago.

ICE Chief Executive Jeff Sprecher said the partners plan to keep pace with advances in the rival combination, though he said any hostile move on NYSE or a raised offer isn't part of their planning. Their proposed $350 million reverse break-up fee matches the insurance against regulatory roadblocks offered by the existing Deutsche Boerse plan.

"We intend to stay on the same clock," said Sprecher in an interview Tuesday.

ICE and Nasdaq on Tuesday formally submitted their proposal to NYSE Euronext's board of directors, which last week turned down the rival suitors on strategic grounds. Addressing regulatory risks tied to the combination of nearly all U.S. share listings under a Nasdaq-NYSE, while offering a termination fee payable to the Big Board operator if the deal doesn't go through, aims to win the support of NYSE Euronext investors.

NYSE Euronext said its board would consider the proposed agreement "in due course." Deutsche Boerse said it remains committed to its merger proposal, which it considers "the best possible combination in the industry." The German exchange operator said it continues to move forward with its integration plans under the merger agreement.

Buying up $66 million in NYSE Euronext stock--about 0.7% of shares outstanding--allows ICE and Nasdaq OMX to move forward with competitive reviews of their proposal. The purchase could also provide a foundation for a hostile-takeover approach, though Sprecher said this isn't the intent.

"Our letters to the board are friendly," he said, though he added that the dismissive response from NYSE's board hasn't been particularly shareholder friendly.

He said ICE and Nasdaq don't intend to file a proxy ahead of NYSE Euronext's April 28 shareholder meeting, or to take legal action to get their deal considered.

ICE and Nasdaq are pushing to build support among NYSE Euronext shareholders for their proposal, which involves dividing the company's equities-linked and futures businesses between the two companies, while addressing regulatory issues around combining nearly all U.S. share listings under a single roof.

Nasdaq OMX CEO Bob Greifeld said Tuesday that meetings with the U.S. Justice Department began last week, whose staff is currently sifting through data. The questions around European derivatives-market competition facing NYSE's deal with Deutsche Boerse are "infinitely more complex" than those confronting the Nasdaq-ICE proposal in the U.S., he said.

"Ours is about market share," Greifeld said. "Theirs is about market share and market structure."

The exchange executives said they aren't thinking about raising their bid, which they estimated values NYSE Euronext at $42.67 a share as of Monday's close, or a 21% premium to the rival offer from Deutsche Boerse. ICE and Nasdaq said Tuesday they have secured $3.8 billion in committed financing to fund their offer.

Those commitments are good for one year, according to two people with knowledge of the matter, laying out a longer timetable for wrangling over the deal.

The breakup fee proffered Tuesday by Nasdaq and ICE closely matches the EUR250 million, or $357 million, termination fee agreed by Deutsche Boerse and NYSE in mid-February. If the ICE-Nasdaq approach wins out, the two companies would split that fee evenly between them, according to Greifeld.

"We're optimistic that the board will step up and do what the board should do," said Greifeld. "We have committed financing and they have some strong independent directors that will come to the right conclusion."

Nasdaq and ICE have agreed to split payment of their own $350 million reverse breakup fee if it is paid out, according to a person familiar with the matter.

Should the board of NYSE Euronext continue to overlook the premium offered by ICE and Nasdaq, Greifeld said the company could face legal action from shareholders, some of whom were angered after NYSE Euronext turned down the unsolicited proposal.

NYSE Euronext shares recently were 0.8% higher at $38.61. Nasdaq OMX and ICE shares were both lower, ICE down 1.1% at $118.50 and Nasdaq off 0.3% at $27.49. Deutsche Boerse shares were down 0.1% at EUR52.74.

-By Jacob Bunge, Dow Jones Newswires; 312-750-4117; jacob.bunge@dowjones.com

--Matt Jarzemsky and William Launder contributed to this article.

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