NYX Nyse Euronext

The top executive of NYSE Euronext (NYX) said Wednesday that exchange deals can founder if companies' management don't hold similar visions for growing their businesses.

The future of exchanges lies in diversifying across markets and trading services, according to NYSE Euronext CEO Duncan Niederauer, drawing a sharp contrast to remarks earlier Wednesday from his counterpart and potential merger partner at Nasdaq OMX Group Inc. (NDAQ).

"I think mergers succeed or fail based on the ability of two companies to see eye to eye," Niederauer said in an interview with CNBC late Wednesday, describing the behaviors of NYSE suitors Nasdaq OMX and IntercontinentalExchange Inc. (ICE) as "hostile."

Niederauer is pitching the merits of NYSE Euronext's agreed merger with Deutsche Boerse AG (DB1.XE) to his company's shareholders, who on April 1 were presented with a counterproposal from Nasdaq and ICE valuing the company at an approximate 20% premium to the Deutsche Boerse deal. ICE and Nasdaq this week improved their proposal, which Tuesday was presented to NYSE Euronext's board.

ICE and Nasdaq intend to split NYSE Euronext's futures business from its equity- and technology-related units and make both more profitable by sharply cutting costs, producing two exchange companies respectively focused on futures and stocks.

Bob Greifeld, chief executive of Nasdaq OMX, said early Wednesday that securities markets "don't intertwine" with interest-rate futures, and that investors prefer putting money into exchange operators that focus on specific asset classes as opposed to an exchange "supermarket."

Niederauer rejected that idea later Wednesday. "I'd be hard pressed to think that breaking up the company and doubling down in these various arenas make sense," he said.

NYSE Euronext's board last week turned down the proposal from Nasdaq and ICE, citing the strategic superiority of the Deutsche Boerse combination and antitrust concerns raised by putting together the U.S. listings businesses of Nasdaq and NYSE.

The move frustrated some NYSE Euronext shareholders hoping for a push for improved terms from Deutsche Boerse. Niederauer said on CNBC that he had "work to do" ahead of a shareholders meeting slated for April 28.

Niederauer argued that it's not accurate to compare the Deutsche Boerse deal to that offered by Nasdaq and ICE, which have based cost savings on estimates rather than a detailed look at NYSE's financials. NYSE Euronext has so far declined to talk with the ICE-Nasdaq team.

The NYSE Euronext CEO also warned Wednesday against politicians and regulators taking a nationalist stance toward financial markets, with investments able to flow across borders more easily than ever before.

"All of us can be patriotic, but the fact is capital's not patriotic," said Duncan Niederauer, chief executive of NYSE Euronext, speaking at an event hosted by Southern Methodist University. "It's going to go where it can get the best return."

Nationalist sentiments have been stirred in the U.S., France and Germany by the prospect of the New York Stock Exchange parent merging with Deutsche Boerse, raising concerns around the prospective name of the new company to job losses through cost cutting and the prominence of various financial centers.

Earlier this month the Australian government blocked local exchange operator ASX Ltd.'s (ASX) agreed merger with Singapore Exchange Ltd. on grounds that the country must maintain control over domestic trade-settling systems.

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

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