NASDAQ OMX Group and IntercontinentalExchange Announce Exchange Offer for NYSE Euronext

By Intercontinentalexchange, PRNE
Sunday, May 1, 2011

Reaffirms Seriousness of Their Offer and Continued Willingness to Enter into Discussions

NEW YORK and ATLANTA, May 2, 2011 - NASDAQ OMX and IntercontinentalExchange (ICE) today announced that each
of their respective Boards of Directors have approved their intent to
commence an exchange offer to acquire all of the outstanding shares of NYSE
Euronext common stock in a cash and stock transaction valued at approximately
$11 billion. Under the terms of the offer, each share of NYSE Euronext would
be exchanged for $14.24 in cash, 0.4069 shares of NASDAQ OMX common stock and
0.1436 shares of ICE common stock. If NASDAQ OMX and ICE are successful in
acquiring shares pursuant to the offer, they would consummate a second step
merger as soon as possible thereafter to acquire the remaining NYSE Euronext
shares for the same consideration per share.

(Logo: photos.prnewswire.com/prnh/20090727/CL51999LOGO )

ICE Chairman and CEO Jeffrey C. Sprecher said: "The Board of NYSE
Euronext has twice rejected our superior proposal without meeting with us,
despite the fact that their existing merger agreement with the Deutsche
Boerse allows them to talk with us. While we are hopeful that the Board will
decide to consider this transaction, we are taking our proposal to NYSE
Euronext stockholders upon the commencement of this exchange offer to provide
the opportunity to consider our proposal directly."

NASDAQ OMX CEO Bob Greifeld said: "The NYSE Euronext Board has
continually challenged the seriousness of our proposal and refused to engage
us in discussion despite the positive feedback we have received from their
stockholders. The commencement of this exchange offer should convince the
NYSE Euronext Board of the seriousness of our intentions. We continue to
welcome the opportunity to enter into meaningful discussion with the NYSE
Euronext Board in order to achieve a transaction that is in the best
interests of their stockholders."

This exchange offer follows an initial public proposal made by NASDAQ OMX
and ICE to the NYSE Euronext Board on April 1, 2011 to discuss a possible
combination of the companies and the delivery of a draft merger agreement on
April 19, 2011 in which NASDAQ OMX and ICE provided significant detail and
assurances on their proposal, which contains no financing conditions. On both
occasions, NASDAQ OMX and ICE's proposals were summarily rejected by NYSE
Euronext's Board without any attempt for engagement or discussion. The
complete terms and conditions of NASDAQ OMX's and ICE's exchange offer will
be set forth in an offer to exchange/prospectus expected to be filed with the
U.S. Securities and Exchange Commission during May.

NASDAQ OMX and ICE remain hopeful that NYSE Euronext will ultimately
recognize the value of working with them in a direct and constructive fashion
to complete this strategic transaction in a way that is tax-efficient,
minimizes regulatory hurdles, and produces the greatest value for
shareholders of NYSE Euronext.

Additional Details

All details and 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 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 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. 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:

The offer is expected to have the following conditions: the tender of a
majority of the outstanding NYSE Euronext shares on a fully diluted basis;
the termination of the business combination agreement between Deutsche Borse
AG and NYSE Euronext; receipt of required regulatory approvals; the NYSE
Euronext board waiving the voting and ownership limitations contained in the
NYSE certificate of incorporation; approval by the NYSE Euronext board of the
exchange offer under Section 203 of the Delaware General Corporation Law (or
satisfaction that Section 203 will not apply to the offer and the second step
merger); NASDAQ OMX and ICE completing to their satisfaction confirmatory due
diligence; and approval by the stockholders of NASDAQ OMX and ICE of the
issuance of their stock pursuant to the exchange offer and the second step
merger.

Subject to future developments, additional documents regarding the
transaction may be filed with the SEC. This material is for informational
purposes only and does not constitute an offer to exchange, or a solicitation
of an offer to exchange, shares of common stock of NYSE Euronext.

This material is not a substitute for the tender offer statement,
registration statements, offer to exchange/prospectuses and other documents
that are intended to be filed with the SEC by NASDAQ OMX, ICE and their
affiliates regarding an exchange offer for shares of common stock of NYSE
Euronext. Nor is this material 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 TENDER OFFER STATEMENT,
REGISTRATION STATEMENTS, OFFER TO EXCHANGE/PROSPECTUSES AND OTHER EXCHANGE
OFFER DOCUMENTS NASDAQ OMX, ICE AND THEIR AFFILIATES WILL FILE WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE,
AND 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. All such documents, when filed, are available free of charge at
the SEC's website (www.sec.gov) or by directing a request, in the case
of NASDAQ OMX's filings, to NASDAQ OMX at One Liberty Plaza, New York, New
York
10006, Attention: Investor Relations or, in the case of ICE's filings,
to ICE, at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328,
Attention: Investor Relations; or by emailing a request to ir@theice.com.

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.

ICE-CORP

NASDAQ OMX, Media, Frank De Maria, +1-212-231-5183, frank.demaria at nasdaqomx.com, or Investor, Vincent Palmiere, +1-301-978-5242, vincent.palmiere at nasdaqomx.com; or IntercontinentalExchange, Media and Investor, Kelly Loeffler, +1-770-857-4726, kelly.loeffler at theice.com

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