December 5, 2023

DealBook: Nasdaq and ICE Unveil Official Bid for NYSE Euronext

11:51 a.m. | Updated with NYSE Euronext and Deutsche Börse statements

The Nasdaq OMX Group and the IntercontinentalExchange disclosed on Tuesday the full terms of their takeover bid for NYSE Euronext, in a move to allay concerns that they were not serious in pursuing the operator of the Big Board.

Seeking to ease worries that a deal would not win regulatory approval, the two companies said they would pay a $350 million break-up fee to NYSE Euronext if the takeover bid failed to win antitrust approval. The Nasdaq reverse termination fee is roughly comparable to the $357 million break-up fee provided for in NYSE Euronext’s agreement with Deutsche Börse.

The new details are meant to counter NYSE Euronext’s rationale for rejecting the offer in favor of a merger agreement with Deutsche Börse. NYSE Euronext derided the Nasdaq-ICE takeover proposal as “loosely worded” and “highly conditional,” and argued that the bid — especially its plan to merge the two biggest American stock markets — cannot survive antitrust approval.

Under the terms of the Nasdaq-ICE bid, Nasdaq will take over NYSE Euronext’s stock trading business, while ICE will buy its derivatives platform. It is the higher-priced of the two plans, offering $42.67 in cash and stock for every share, compared with Deutsche Börse’s offer of $35.29 in stock.

The two companies also said their lenders have officially committed to providing the $3.8 billion in financing needed to support the bid. Those banks include Bank of America, Nordea Bank, Skandiaviska Enskilda Banken, UBS and Wells Fargo.

“Our actions today demonstrate our commitment to pursuing this transaction and further illustrate exactly how our proposal is superior,” Robert Greifeld, Nasdaq’s chief executive, said in a statement. “It’s time to allow a reasonable and expeditious diligence process to begin.”

NYSE Euronext said in a statement that it is reviewing the Nasdaq-ICE offer.

Deutsche Börse said in a statement: “”We remain committed to our merger agreement with NYSE Euronext to create the world’s premier global exchange group. We believe this merger is the best possible combination in the industry.”

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