2nd UPDATE: ISS Backs NYSE Euronext Merger With Deutsche Boerse
27 Giugno 2011 - 5:25PM
Dow Jones News
Proxy advisory firm ISS Proxy Services recommended NYSE Euronext
(NYX) shareholders vote in favor of the Big Board owner's planned
merger with Deutsche Boerse AG (DB1.XE, DBOEF) ahead of a key
shareholder decision on the deal July 7.
The support of ISS, alongside a similar endorsement from proxy
service Glass Lewis, ensuring votes from financial institutions
that closely follow the companies' recommendations in key
shareholder actions.
"On a pro forma basis, the deal will create the world leader in
derivatives, capital raising markets, and capital markets
infrastructure services," representatives of ISS wrote in a report
dated Friday.
NYSE Euronext shareholders are slated to vote on the combination
with Deutsche Boerse, agreed in mid-February, at a special meeting
on July 7--about a week before Deutsche Boerse shares are due to be
tendered in favor of the deal.
Support from ISS and Glass Lewis brings further momentum behind
a transaction that had been in doubt as recently as last month,
when a rival bid for NYSE Euronext (NYX) was being aggressively
pursued by IntercontinentalExchange Inc. (ICE) and Nasdaq OMX Group
Inc. (NDAQ), which aimed to split the company in two and streamline
operations to make the pieces more profitable.
In mid-May, U.S. regulators blocked that proposal on grounds
that combining Nasdaq's business with NYSE would create a
monopoly.
"The proxy advisors' opinions would've been much more
interesting when there were competing bids for the NYSE," said Ed
Ditmire, an analyst with Macquarie Securities. "At this point it
becomes a vote on whether or not the NYSE is better alone or in
conjunction with Deutsche Boerse, and there it's a broad consensus
that the company is better off being a well-rounded exchange
leader."
In its report, ISS noted the synergies seen arising from the
Deutsche Boerse-NYSE deal. While the one-day premium was "low
relative to normal acquisitions," it topped recent
mergers-of-equals deals, "including those among exchange
operators."
NYSE Euronext and Deutsche Boerse have from the start termed
their deal a merger of equals, despite the larger size of the
German exchange company.
ISS said that NYSE shareholders would get "significant board and
management representation" with seven of 17 board seats and the
company's chief executive, Duncan Niederauer, slated for the CEO
role in the combined exchange group. It has not yet been named.
Shares in NYSE Euronext recently were 2.3% higher at $32.60.
Deutsche Boerse shares were 0.7% higher at EUR50.53 in electronic
trade.
Separately Monday, Deutsche Boerse secured a deal to acquire the
business of Kingsbury International Ltd., which compiles the
Chicago Business Barometer, a monthly snapshot of economic
conditions previously known as the Chicago purchasing managers
index.
Deutsche Boerse put the deal's price in the "single-digit
million range" in U.S. dollars, a figure that includes a
performance-related payment.
The move comes as exchanges seek to own more of the indexes and
indicators that influence and underlie financial markets. Deutsche
Boerse, alongside Swiss exchange company SIX Group, in late 2009
took ownership of European stock-index supplier Stoxx Ltd. from Dow
Jones & Co. Inc., a unit of News Corp. (NWS) and publisher of
this newswire.
A similar deal in early 2010 brought the acquisition of the Dow
Jones indexes group by Chicago-based futures exchange company CME
Group Inc. (CME), which trades contracts linked to the Dow Jones
Industrial Average.
-By Jacob Bunge, Dow Jones Newswires; 312-750-4117;
jacob.bunge@dowjones.com
--The Paris Bureau contributed to this article.
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