NASDAQ OMX and IntercontinentalExchange Withdraw their Proposal to Acquire NYSE Euronext
By Intercontinentalexchange, PRNESunday, May 15, 2011
NEW YORK and ATLANTA, May 16, 2011 - The NASDAQ OMX Group, Inc. (NDAQ) and IntercontinentalExchange (ICE)
today announced that following discussions with the Antitrust Division of the
U.S. Department of Justice, they are withdrawing the joint proposal they made
in April, 2011 to acquire NYSE Euronext and will not commence the exchange
offer to acquire all of the outstanding shares of NYSE Euronext.
(Logo: photos.prnewswire.com/prnh/20090727/CL51999LOGO )
NASDAQ OMX CEO Bob Greifeld said: "We took the decision to withdraw our
offer when it became clear that we would not be successful in securing
regulatory approval for our proposal despite offering a variety of
substantial remedies, including the sale of the NYSE SRO and related
businesses. We saw a unique opportunity to create more value for stockholders
and strengthen the U.S. as a center for capital formation amid an ongoing
shift of these vital activities and jobs outside of our country.
"NASDAQ OMX has demonstrated an ability to outperform, whether the
comparison is against all other equity exchanges today, or even against the
largest derivatives exchanges. We have achieved outstanding earnings growth
over the last few years and are confident that our global model features a
healthy mix of product diversification and will continue to thrive based on
our efficiency and ability to innovate.
"We wish to thank our many customers and shareholders who supported our
proposal and acknowledge the efforts of the Antitrust Division in expediting
their review of our Joint Proposal. We have said from the beginning that NYSE
Euronext shareholders should not be forced to vote on their combination with
Deutsche Boerse while antitrust concerns continued to exist in both the U.S.
and the EU. While we are surprised and disappointed in the Antitrust
Division's conclusion, some of the uncertainty, at least as it relates to our
Joint Proposal, has been resolved."
ICE Chairman and CEO Jeffrey C. Sprecher said: "We appreciate the strong
support of our investors as we made an opportunistic and disciplined move to
pursue an attractive combination that would preserve competition in the
European derivatives markets. We will maintain our strong focus on the many
initiatives we have underway to continue our track record of delivering
industry-leading growth and returns for our customers and stockholders. Amid
this transaction, we announced the formation of our Brazilian energy market
partnership known as BRIX, the launch of 68 new products, and we reported the
best quarter in the company's history.
"I also want to acknowledge the consideration shown by NYSE Euronext
stockholders for our joint proposal, which was undertaken with seriousness
and a concern for the evolving global market structure. We will continue to
seek opportunities that benefit our customers and stockholders, and that
leverage our unique global market infrastructure in commodities, derivatives
and clearing."
Additional Details
Other supporting information related to this proposal are available on
www.nasdaq.com/deal and 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
www.nasdaqomx.com. *Please follow NASDAQ OMX on Facebook
(www.facebook.com/pages/NASDAQ-OMX/108167527653) and Twitter
(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 regarding the businesses of NASDAQ OMX and ICE that are intended
to be covered by the safe harbor for forward-looking statements provided by
the Private Securities Litigation Reform Act of 1995. 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 growth,
financial condition and results of operations, (ii) statements regarding
future strategic or business plans, and (iii) 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 and 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 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
theice.com. NASDAQ OMX's and ICE's filings are also available on the
SEC website at www.sec.gov. 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.
ICE-CORP
IntercontinentalExchange Media and Investor Contact: Kelly Loeffler, + 1-770-857-4726, kelly.loeffler at theice.com, or NASDAQ OMX Media: Frank De Maria, +1-212-231-5183, frank.demaria at nasdaqomx.com; Investor: Vincent Palmiere, +1-301-978-5242, vincent.palmiere at nasdaqomx.com
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