UPDATE: ICE, Nasdaq Warn Against Rushed NYSE Shareholder Vote
09 Maggio 2011 - 5:06PM
Dow Jones News
IntercontinentalExchange Inc. (ICE) and Nasdaq OMX Group Inc.
(NDAQ) told shareholders of NYSE Euronext (NYX) Monday to demand
more time to review the proposed merger with Deutsche Boerse AG
(DB1.XE), warning that the Big Board had "rushed to judgment" on
the deal.
Nasdaq OMX and ICE, which last week outlined a hostile offer to
take over NYSE Euronext, also renewed calls for investors to put
pressure on NYSE Euronext's board to meet with its uninvited
suitors, after the company twice rejected overtures from ICE and
Nasdaq OMX last month.
"Faced with a year-long review and serious competition issues in
Europe for the proposed Deutsche Boerse transaction, NYSE Euronext
stockholders are being asked to take a leap of faith by voting for
the proposed Deutsche Boerse transaction on July 7th,"
representatives of ICE and Nasdaq OMX wrote in the Monday
letter.
A spokesman for NYSE Euronext declined to comment.
Monday is the record date for owning shares of NYSE Euronext in
order to be eligible to vote on the agreed combination with
Deutsche Boerse. The letter comes as both NYSE Euronext and the
ICE-Nasdaq team have ramped up rhetoric about the future ownership
of the New York Stock Exchange, wooing investors who will decide on
an agreed merger with Deutsche Boerse announced in
mid-February.
That deal values NYSE Euronext at about $9.9 billion, as per
midmorning share values. The Nasdaq-ICE proposal puts an
approximate $11 billion value on the Big Board parent.
NYSE Euronext has cast Nasdaq OMX and ICE as spoilers of its
planned deal with Deutsche Boerse, arguing that combining the
listings businesses of NYSE and Nasdaq OMX will not pass a U.S.
antitrust review, while a meeting would accomplish little beyond
giving competitors a glimpse of NYSE Euronext's inner workings.
Monday's letter from ICE and Nasdaq accused NYSE Euronext's
board of "stonewalling" in its refusal to talk, and questioned the
truthfulness of increased synergies detailed two weeks ago by NYSE
Euronext Chief Executive Duncan Niederauer.
The joint partners also criticized NYSE Euronext for pushing its
investors to vote on a combination that will have little clarity
from regulators for months, and as much as a year. The merger of
NYSE and Deutsche Boerse's European derivatives markets is seen
bringing a lengthy probe.
"As a stockholder of NYSE Euronext, you won't know on July 7th
whether regulatory approvals for the Deutsche Boerse transaction
can be obtained or, even if obtained, the conditions or remedies
regulators may require in order for the transaction to close, which
may reduce the value of the combined organization," representatives
of Nasdaq OMX and ICE wrote in the letter.
Niederauer in the past month has said that it is not uncommon
for shareholders to vote on deals without full knowledge of
regulatory approval, and that advance work done by the two
companies on the matter have given them confidence it will be
approved. NYSE Euronext and Deutsche Boerse have stuck by their aim
of closing the deal by the end of the year.
NYSE Euronext shares were recently 0.2% higher at $40.04. Nasdaq
OMX shares were up 0.2% at $26.64 and ICE was up 0.3% at $118.00.
Deutsche Boerse shares were 0.1% higher in electronic trade at
56.26 euros ($80.75).
-By Jacob Bunge, Dow Jones Newswires; 312 750 4117;
jacob.bunge@dowjones.com
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