NEW YORK CITY-Assuming that European regulators give their blessing and shareholders in NYSE Euronext vote on July 7 to approve it, the $9.5-billion merger between the company and Deutsche Boerse will proceed after all. Nasdaq OMX and IntercontinentalExchange, which had planned to go directly to shareholders with their $11.3-billion bid for the owner of the New York Stock Exchange, announced Monday they were withdrawing the offer.
In a statement, Nasdaq OMX CEO Robert Greifeld says his company and ICE withdrew their offer when it become clear that it wouldn’t stand up to antitrust concerns on the part of federal regulators. “We saw a unique opportunity to create more value for stockholders and strengthen the US as a center for capital formation amid an ongoing shift of these vital activities and jobs outside of our country,” Greifeld says. The Nasdaq/NYSE Euronext combination would have been headquartered globally in New York City, rather than the dual head offices specified in the NYSE Euronext/Deutsche Boerse proposal.
Reuters reported last week that Greifeld was planning to launch a hostile bid for NYSE Euronext within weeks. “We are here for the end game,” Greifeld told Reuters last week, prior to the US Department of Justice’s Antitrust Division threatening to file a lawsuit to block the deal. In a release, DOJ says the decision by Nasdaq OMX and ICE to abandon the takeover bid “eliminates the competitive concerns developed during our investigation.”
NYSE Euronext, headquartered at 11 Wall St., issued a statement acknowledging that Nasdaq OMX and ICE were terminating their bid. “As we have consistently maintained, the combination with Deutsche Boerse creates the world’s premier exchange group—a geographically diverse business across multiple asset classes that will create compelling long term value for our shareholders,” NYSE Euronext CEO Duncan Niederauer says in the statement. “We look forward to continuing to share this vision with shareholders and other stakeholders as we move toward our vote on July 7.”
NYSE Euronext’s financial advisers on the merger with Deutsche Boerse are Perella Weinberg Partners; BNP Paribas; Citigroup; Goldman Sachs; and Morgan Stanley. Its legal advisers are Wachtell, Lipton, Rosen & Katz; Stibbe N.V.; and Milbank, Tweed, Hadley & McCloy LLP. Alpha Beta Netherlands Holding NV, a newly formed entity, will be the joint holding company of Deutsche Boerse and NYSE Euronext in the combined company, according to a release from Deutsche Boerse.
When NYSE Euronext and Deutsche Boerse originally announced their merger plans in February, Sen. Charles Schumer (D-NY) hinted at roadblocks for any arrangement that gave the Deutsche Boerse brand prominence over that of NYSE. “Some may say, ‘what’s in a name?’ but I say ‘a lot’,” said Schumer in a statement. “The New York Stock Exchange is a symbol of national prestige, and its brand must not suffer under this merger.”
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