May 24, 2024

DealBook: NYSE Euronext Rejects Bid by Nasdaq and ICE

A trader on the floor of the New York Stock Exchange.Andrew Gombert/European Pressphoto Agency A trader on the floor of the New York Stock Exchange.

2:50 p.m. | Updated

The board of NYSE Euronext announced on Sunday that it would reject an unsolicited takeover bid by its rival, the Nasdaq OMX Group, and the IntercontinentalExchange, and stick with its agreement to merge with Deutsche Börse.

The long-expected decision is likely to set off a potential battle over the Big Board operator, as the two bidding groups try to convince NYSE Euronext shareholders of the merits of their respective offers.

Under the proposal by Nasdaq and ICE, announced more than a week ago, the two would split up NYSE Euronext into its two main businesses. Nasdaq would take over the New York Stock Exchange, creating the single biggest stock market in the United States, while ICE would buy NYSE Euronext’s derivatives operations.

Nasdaq and ICE’s cash-and-stock bid for NYSE Euronext is currently worth about $43.13 a share at Friday’s closing prices, or $11.3 billion. Deutsche Börse’s all-stock offer is worth about $36.98 a share, or $9.7 billion.

But in a statement on Sunday, NYSE Euronext’s board outlined several concerns about the Nasdaq offer. Chief among these is the possibility that the Nasdaq bid might not survive review by antitrust regulators.

Nasdaq and ICE expect about $740 million in cost savings three years after the deal closes, a figure driven by cutting jobs and eliminating duplicate back-end systems. Some lawmakers, like Senator Charles E. Schumer of New York, have mentioned the potential job losses in New York City as a hurdle to winning approval.

In its statement, NYSE Euronext also professed concern about the amount of debt Nasdaq would borrow to finance its offer.

NYSE Euronext’s chairman, Jan-Michiel Hessels, instead highlighted the benefits of the company’s existing agreement to merge with Deutsche Börse, which would create a trans-Atlantic powerhouse in stock, options and derivatives trading.

“With Deutsche Börse, we are committed to creating the world’s premier exchange group — a geographically diverse business, with strengths in multiple asset classes across the spectrum of capital markets services,” Mr. Hessels said in a statement.

Representatives for Nasdaq and ICE were not immediately available for comment.

Deutsche Börse said in a statement that it and NYSE Euronext had already made “significant progress on integration planning.”

The proposed merger of NYSE Euronext and Deutsche Börse has been two years in the making, aimed at improving profit by increasing scale. Both the New York Stock Exchange and Nasdaq have lost some ground to upstart electronic markets like BATS and Direct Edge.

Several exchange operators have already proposed mergers that would create new international operators in recent months. But several of those proposals have run into political interference, as national regulators fear diminishing their countries’ standings as global financial capitals.

Last week, Australia formally rejected the Australian Securities Exchange’s plan to merge with the Singapore Exchange, saying the deal “would not be in the national interest” in its current form. And Canadian lawmakers are closely scrutinizing the Toronto Stock Exchange’s proposed merger with the London Stock Exchange.

Nasdaq’s offer is being pitched as creating a new national champion, one based in New York and able to draw new stock listings that might otherwise head to foreign markets.

Deutsche Börse and NYSE Euronext plan to keep dual headquarters in Frankfurt and New York. Reto Francioni of Deutsche Börse would become chairman of the combined company, while Duncan Niederauer of NYSE Euronext would become its chief executive. Deutsche Börse shareholders would own 60 percent of the merged company, though both exchange operators have argued that the deal is a “merger of equals.”

Nasdaq has said that the combined company would be called Nasdaq NYSE Euronext, a move aimed at alleviating concerns among those like Mr. Schumer, who has insisted on retaining the NYSE name as part of any deal. Deutsche Börse and NYSE Euronext have yet to agree upon a name for their merged operations.

NYSE Euronext is being advised by Perella Weinberg Partners, BNP Paribas, Goldman Sachs and Morgan Stanley. Its legal advisers are Wachtell, Lipton, Rosen Katz; Stibbe; and Milbank, Tweed, Hadley McCloy.

Deutsche Börse is being advised by Deutsche Bank, JPMorgan and the law firm Linklaters.

Nasdaq is being advised by Bank of America Merrill Lynch, Evercore Partners and the law firm Shearman Sterling. ICE is being advised by Lazard, Broadhaven Capital Partners, BMO Capital Markets and the law firm Sullivan Cromwell.

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