Nasdaq OMX and IntercontinentalExchange (ICE) today announced that each of their respective Boards of Directors have approved their intent to commence an exchange offer to acquire all of the outstanding shares of Nyse Euronext common stock in a cash and stock transaction valued at approximately $11 billion.
Under the terms of the offer, each share of NYSE Euronext would be exchanged for $14.24 in cash, 0.4069 shares of NASDAQ OMX common stock and 0.1436 shares of ICE common stock. If NASDAQ OMX and ICE are successful in acquiring shares pursuant to the offer, they would consummate a second step merger as soon as possible thereafter to acquire the remaining NYSE Euronext shares for the same consideration per share.
ICE Chairman and CEO Jeffrey C. Sprecher said: "The Board of NYSE Euronext has twice rejected our superior proposal without meeting with us, despite the fact that their existing merger agreement with the Deutsche Boerse allows them to talk with us. While we are hopeful that the Board will decide to consider this transaction, we are taking our proposal to NYSE Euronext stockholders upon the commencement of this exchange offer to provide the opportunity to consider our proposal directly."
NASDAQ OMX CEO Bob Greifeld said: "The NYSE Euronext Board has continually challenged the seriousness of our proposal and refused to engage us in discussion despite the positive feedback we have received from their stockholders. The commencement of this exchange offer should convince the NYSE Euronext Board of the seriousness of our intentions. We continue to welcome the opportunity to enter into meaningful discussion with the NYSE Euronext Board in order to achieve a transaction that is in the best interests of their stockholders."
This exchange offer follows an initial public proposal made by NASDAQ OMX and ICE to the NYSE Euronext Board on April 1, 2011 to discuss a possible combination of the companies and the delivery of a draft merger agreement on April 19, 2011 in which NASDAQ OMX and ICE provided significant detail and assurances on their proposal, which contains no financing conditions. On both occasions, NASDAQ OMX and ICE's proposals were summarily rejected by NYSE Euronext's Board without any attempt for engagement or discussion. The complete terms and conditions of NASDAQ OMX's and ICE's exchange offer will be set forth in an offer to exchange/prospectus expected to be filed with the U.S. Securities and Exchange Commission during May.
NASDAQ OMX and ICE remain hopeful that NYSE Euronext will ultimately recognize the value of working with them in a direct and constructive fashion to complete this strategic transaction in a way that is tax-efficient, minimizes regulatory hurdles, and produces the greatest value for shareholders of NYSE Euronext.