Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Monday, April 25, 2011

NASDAQ/ICE Statement to NYSE Euronext Investors

NASDAQ OMX (NDAQ) and IntercontinentalExchange (ICE) today issued a joint statement on their proposal for NYSE Euronext:

NYSE Euronext investors should be highly skeptical that after two years of exploratory merger discussions, including more than six months dedicated to finalizing the transaction, NYSE Euronext has suddenly found a reported €100 million in additional synergies. This increase appears not to be a matter of sharpening a pencil, but an unexplained shift in strategy. The discovery that  initial synergies having been understated by one-third comes after receiving a superior proposal from NASDAQ OMX and ICE that achieves greater synergies.


Importantly, if there are additional synergies to be found after the merger economics have been agreed, then it has to come at the expense of NYSE Euronext stockholders because there has been no increase in the price they are being offered. NYSE Euronext should describe these newly-found synergies in detail in order to support the credibility of these revised estimates, particularly in light of commitments to retain two technology platforms and two headquarters. Increasingly it appears that NYSE Euronext is more focused on protecting the transaction than its stockholders.


NASDAQ OMX and ICE have described in detail our proven and focused long-term strategy from which stockholders would benefit and our companies demonstrated outperformance relative to their proposed strategy of creating a financial supermarket. We look forward to having the same opportunity  when the NYSE Euronext Board agrees to due diligence.

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