The NASDAQ OMX Group, Inc.
25.04.2011 15:31
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NEW YORK and ATLANTA, April 25, 2011 (GLOBE NEWSWIRE) -- NASDAQ OMX (NDAQ) and
IntercontinentalExchange (ICE) today issued a joint statement with regard to
their superior 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 [Eur]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.
Additional Details
All details and other supporting information related to this proposal are
available on http://www.nasdaq.com/deal and http://ir.theice.com
About NASDAQ OMX
The NASDAQ OMX Group, Inc. is the world's largest exchange company. It delivers
trading, exchange technology and public company services across six continents,
with approximately 3,600 listed companies. NASDAQ OMX offers multiple capital
raising solutions to companies around the globe, including its U.S. listings
market, NASDAQ OMX Nordic, NASDAQ OMX Baltic, NASDAQ OMX First North, and the
U.S. 144A sector. The company offers trading across multiple asset classes
including equities, derivatives, debt, commodities, structured products and
exchange-traded funds. NASDAQ OMX technology supports the operations of over 70
exchanges, clearing organizations and central securities depositories in more
than 50 countries. NASDAQ OMX Nordic and NASDAQ OMX Baltic are not legal
entities but describe the common offering from NASDAQ OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more
information about NASDAQ OMX, visit http://www.nasdaqomx.com. *Please follow
NASDAQ OMX on Facebook (http://www.facebook.com/pages/NASDAQ-OMX/108167527653)
and Twitter (http://www.twitter.com/nasdaqomx).
About IntercontinentalExchange
IntercontinentalExchange (NYSE:ICE) is a leading operator of regulated futures
exchanges and over-the-counter markets for agricultural, credit, currency,
emissions, energy and equity index contracts. ICE Futures Europe hosts trade in
half of the world's crude and refined oil futures. ICE Futures U.S. and ICE
Futures Canada list agricultural, currencies and Russell Index markets. ICE is
also a leading operator of central clearing services for the futures and
over-the-counter markets, with five regulated clearing houses across North
America and Europe. ICE serves customers in more than 70 countries.
www.theice.com
The following are trademarks of IntercontinentalExchange, Inc. and/or its
affiliated companies: IntercontinentalExchange, ICE, ICE and block design, ICE
Futures Europe and ICE Clear Europe. All other trademarks are the property of
their respective owners. For more information regarding registered trademarks
owned by IntercontinentalExchange, Inc. and/or its affiliated companies, see
https://www.theice.com/terms.jhtml
Forward-Looking Statements
Information set forth in this communication contains forward-looking statements
that involve a number of risks and uncertainties. NASDAQ OMX and ICE caution
readers that any forward-looking information is not a guarantee of future
performance and that actual results could differ materially from those
contained in the forward-looking information. Such forward-looking statements
include, but are not limited to (i) projections about future financial results,
growth, trading volumes, tax benefits and achievement of synergy targets, (ii)
statements about the implementation dates and benefits of certain strategic
initiatives, (iii) statements about integrations of recent acquisitions, and
(iv) other statements that are not historical facts. Forward-looking statements
involve a number of risks, uncertainties or other factors beyond NASDAQ OMX's
and ICE's control. These factors include, but are not limited to, NASDAQ OMX's
and ICE's ability to implement its strategic initiatives, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors detailed in
each of NASDAQ OMX's and ICE's filings with the U.S. Securities Exchange
Commission (the 'SEC'), including (i) NASDAQ OMX's annual reports on Form 10-K
and quarterly reports on Form 10-Q that are available on NASDAQ OMX's website
at http://nasdaqomx.com and (ii) ICE's annual reports on Form 10-K and
quarterly reports on Form 10-Q that are available on ICE's website at
http://theice.com. NASDAQ OMX's and ICE's filings are also available on the SEC
website at www.sec.gov. Risks and uncertainties relating to the proposed
transaction include: NASDAQ OMX, ICE and NYSE Euronext will not enter into any
definitive agreement with respect to the proposed transaction; required
regulatory approvals and financing commitments will not be obtained on
satisfactory terms and in a timely manner, if at all; the proposed transaction
will not be consummated; the anticipated benefits of the proposed transaction
will not be realized; and the integration of NYSE Euronext's operations with
those of NASDAQ OMX or ICE will be materially delayed or will be more costly or
difficult than expected. NASDAQ OMX and ICE undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.
Important Information About the Proposed Transaction and Where to Find It:
Subject to future developments, additional documents regarding the transaction
may be filed with the SEC. This material is not a substitute for the joint
proxy statement/prospectus or any other documents NASDAQ OMX, ICE and NYSE
Euronext would file with the SEC. Such documents, however, are not currently
available. INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER DOCUMENTS NASDAQ OMX, ICE AND
NYSE EURONEXT WOULD FILE WITH THE SEC, IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain a free copy of the joint proxy statement/prospectus, if and when
such document becomes available, and other relevant documents filed by NYSE
Euronext, ICE and/or NASDAQ OMX, without charge, at the SEC's website
(http://www.sec.gov). Copies of the final proxy statement/prospectus, if and
when such document becomes available may be obtained, without charge, by
directing a request to NASDAQ OMX at One Liberty Plaza, New York, New York
10006, Attention: Investor Relations, in the case of NASDAQ OMX's filings, or
ICE, at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention:
Investor Relations; or by emailing a request to ir@theice.com, in the case of
ICE's filings.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Participants in the Solicitation:
NASDAQ OMX, ICE, and their respective directors, executive officers and other
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction.
You can find information about NASDAQ OMX and NASDAQ OMX's directors and
executive officers in NASDAQ OMX's Annual Report on Form 10-K, filed with the
SEC on February 24, 2011, and in NASDAQ OMX's proxy statement for its 2011
annual meeting of stockholders, filed with the SEC on April 15, 2011.
You can find information about ICE and ICE's directors and executive officers
in ICE's Annual Report on Form 10-K, filed with the SEC on February 9, 2011,
and in ICE's proxy statement for its 2011 annual meeting of stockholders, filed
with the SEC on April 1, 2011.
Additional information about the interests of potential participants will be
included in the joint prospectus/proxy statement, if and when it becomes
available, and the other relevant documents filed with the SEC.
CONTACT: NASDAQ OMX
Media:
Frank De Maria
+1 212 231 5183
frank.demaria@nasdaqomx.com
Investor:
Vincent Palmiere
+1 301 978 5242
vincent.palmiere@nasdaqomx.com
IntercontinentalExchange
Media and Investor:
Kelly Loeffler
+ 1 770 857 4726
kelly.loeffler@theice.com
News Source: NASDAQ OMX
25.04.2011 Dissemination of a Corporate News, transmitted by DGAP -
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Language: English
Company: The NASDAQ OMX Group, Inc.
United States
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ISIN: US6311031081
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DGAP-News: NASDAQ OMX and ICE Issue Joint Statement on Superior Proposal
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