September 22, 2023

DealBook: Nasdaq-Led Bid for NYSE Euronext Turns Hostile

NYSERamin Talaie/Bloomberg News The floor of the New York Stock Exchange

The Nasdaq OMX and IntercontinentalExchange said on Monday that they would take their $11 billion offer for NYSE Euronext directly to shareholders after twice being rebuffed.

Nasdaq had warned two weeks ago that it might approach shareholders if the NYSE board continued to refuse to talk with it and ICE. NYSE Euronext, which is planning a merger with the Deutsche Börse, has said that there is too much regulatory risk in the Nasdaq-ICE proposal, among other issues.

Yet at the NYSE Euronext shareholders meeting on Thursday, a number of shareholders expressed dismay at the board’s resistance to negotiate with a rival suitor.

Jeffrey C. Sprecher, the chief executive of ICE, said in a statement on Monday: “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 Börse 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.”

Under the terms of the Nasdaq-ICE offer, each share of NYSE Euronext would be exchanged for $14.24 in cash, 0.4069 share of Nasdaq OMX common stock and 0.1436 share of ICE common stock.

The move escalates the battle between the two long-time rivals. Deutsche Börse plans to begin its stock tender offer this month and conclude in early July.

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