NASDAQ OMX and ICE Issue Joint Statement on Superior Proposal
April 25, 2011--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 €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
Gold and silver set new highs after S&P move
April 21, 2011--Gold and silver bounded to new highs every day this week as investors shunned the dollar after Standard & Poors issued a warning on the health of the US government’s finances.
The precious metals – often havens in times of risk aversion – outperformed in spite of resurgent risk appetite in global markets that lifted equities and industrial commodities.
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Dollar dives, gold rises on US aversion
April 21, 2011--The dollar tumbled to a three-year low on Thursday against major currencies and gold surged to a new high as investors piled into investments that are less reliant on the US economy.
Upbeat US and European corporate earnings propelled world stocks to a 33-month high. Several US bellwether stocks jumped after strong earnings but many of those companies have significant sales around the world.
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NASDAQ OMX Group and IntercontinentalExchange Respond to NYSE Euronext's Board's Continued Rejection of NASDAQ OMX/ICE Superior Proposal
April 21, 2011--NASDAQ OMX (Nasdaq:NDAQ) and IntercontinentalExchange (NYSE:ICE) today issued the following statement in response to the NYSE Euronext Board's continued refusal to discuss NASDAQ OMX/ICE's superior offer with NASDAQ OMX and ICE, despite a premium of 15%, or $1.4 billion, over the value offered under the existing agreement with Deutsche Boerse, as of April 20, 2011. Not only does this represent a significantly higher valuation for NYSE Euronext's shareholders, but a significant portion of the offer is in shares of two best-in-class exchanges with proven records of creating long term value for their shareholders. NASDAQ OMX and ICE have directly met each of the specific concerns initially raised by NYSE Euronext's Board and their response is now vague generalities unsupported by the actual facts.
The NASDAQ OMX/ICE proposed transaction is financially and strategically superior to the proposed transaction with Deutsche Boerse. Furthermore, NYSE Euronext's agreement with Deutsche Boerse expressly permits NYSE Euronext to consider superior proposals and allow third-parties to conduct due diligence in these circumstances. NASDAQ OMX and ICE call on the NYSE Euronext Board of Directors to meet with them to better understand the proposal and provide them with limited due diligence under appropriate safeguards so that no competitive risks are posed to NYSE Euronext. NASDAQ OMX and ICE are also willing to provide mutual diligence to NYSE Euronext. Taking this small step would create no commitment and can only benefit stockholders.
Robert Greifeld, Chief Executive Officer of NASDAQ OMX, said, "Discussing this with us would provide only upside for the NYSE shareholders. We have worked diligently to put a strong proposal before their Board. Continually refusing to engage is starting to appear as if they are protecting their deal rather than acting in the best interest of their shareholders. We will not be deterred by the Board's attempts to protect an inferior transaction."
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NYSE Euronext Board Of Directors Unanimously Reaffirms Rejection Of Proposal From Nasdaq And Intercontinental Exchange - Reaffirms Strong Commitment To Deutsche Boerse Combination - Creates Substantially More Value For Shareholders With Clearer Path To Co
April 21, 2011--NYSE Euronext announced today that its Board of Directors, consistent with its fiduciary duties and advised by its financial and legal advisors, has unanimously reaffirmed its combination agreement with Deutsche Boerse AG and reaffirmed its rejection of the proposal from Nasdaq OMX Group, Inc.
Speaking on behalf of the Board, NYSE Euronext Chairman Jan-Michiel Hessels said: "Our Board has reviewed the information recently provided by Nasdaq/ICE in connection with their proposal and concluded that this proposal is substantially the same as what was previously rejected. Consequently, our view has not changed. This proposal does not provide compelling value, has unacceptable execution risk and is therefore not in the best interests of NYSE Euronext shareholders."
Mr. Hessels continued: "The Board is intensely focused on shareholder value, and we remain confident that the combination with Deutsche Boerse creates substantially more value for our shareholders. The combined company will be a global leader across all major asset classes, with the financial strength, balance sheet flexibility and synergy potential to drive revenue and earnings growth and new product innovation. The scale and strength of the business, along with its world-class management team, positions the company to shape and capitalize on the industry's evolution and global development."
NYSE Euronext's financial advisers are Perella Weinberg Partners, BNP Paribas, Goldman, Sachs and Co., and Morgan Stanley & Co., Inc. Its legal advisers are Wachtell, Lipton, Rosen & Katz, Stibbe N.V. and Milbank, Tweed, Hadley & McCloy LLP.
How Do Business and Financial Cycles Interact?-IMF Working paper
April 20, 2011--Summary: This paper analyzes the interactions between business and financial cycles using an extensive database of over 200 business and 700 financial cycles in 44 countries for the period 1960:1-2007:4.
Our results suggest that there are strong linkages between different phases of business and financial cycles. In particular, recessions associated with financial disruption episodes, notably house price busts, tend to be longer and deeper than other recessions. Conversely, recoveries associated with rapid growth in credit and house prices tend to be stronger. These findings emphasize the importance of developments in credit and housing markets for the real economy.
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Gold pierces $1,500 to set fresh high
April 20, 2011--The price of gold leapt to a record above $1,500 a troy ounce and silver soared past $45 as the huge debt burden of western countries burnished the appeal of the precious metals.
Investors are focusing on fears of the debasement of paper currencies amid rising inflation from China to Europe and a warning by Standard & Poor’s that the US could lose its triple A credit rating.
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NASDAQ OMX Group and IntercontinentalExchange Deliver Proposed Merger Agreement to NYSE Euronext Board of Directors; Demonstrate Commitment to Proposal That is Superior by 21% or $2 Billion
April 19, 2011--NASDAQ OMX (NDAQ) and IntercontinentalExchange (ICE) today announced they have taken a series of steps demonstrating their commitment to pursuing their superior proposal with NYSE Euronext and providing greater certainty to the NYSE Euronext Board.
A proposed merger agreement has been submitted to the NYSE Euronext Board that is consistent with the terms of the current business combination agreement with Deutsche Boerse;
NASDAQ OMX and ICE are prepared to pay a reverse termination fee of $350 million (USD), in the event that they are unable to obtain necessary antitrust and competition approvals;
NASDAQ OMX and ICE have received fully committed financing of $3.8 billion from a group of leading institutions; and
Actions necessary to start the U.S. antitrust review processes have been taken and those reviews are expected to commence shortly.
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