NASDAQ OMX Group and IntercontinentalExchange Open Letter to NYSE Euronext Stockholders

By Intercontinentalexchange, PRNE
Monday, April 25, 2011

NEW YORK and ATLANTA, April 26, 2011 - NASDAQ OMX (NDAQ) and IntercontinentalExchange (ICE) today issued the
following open letter to NYSE Euronext stockholders. NASDAQ OMX and ICE also
filed an investor presentation that highlights the strategically and
financially superior nature of the NASDAQ OMX/ICE proposal when compared to
the existing Deutsche Boerse proposal.

(Logo: )

Dear NYSE Euronext Stockholder:

NYSE Euronext's management and Board continue to deny that the NASDAQ
OMX/ICE proposal is superior to the existing Deutsche Boerse agreement or
that they have a fiduciary duty to review the proposal. Simply put, your
Board is ignoring corporate governance best practices and the market reality
of the situation.

    - Our proposal offers substantially greater short and long-term value and
      creates a compelling opportunity for the NYSE Euronext Board to meet
      with us while presenting no downside risk and only upside for
      stockholders - the Deutsche Boerse agreement allows for discussions in
      the event the NYSE Euronext receives a proposal that may possibly be
    - We have offered mutual due diligence, and appropriate safeguards so
      that no competitive risks are posed to NYSE Euronext.
    - Our reverse break-up fee is a significant improvement on the Deutsche
      Boerse agreement and alongside committed financing, with no conditions,
      addresses the key concerns of the NYSE Board.
    - We have presented a fair and balanced form of Merger Agreement, based
      largely on the existing Deutsche Boerse agreement, and we are open to
      negotiating this form of agreement to address any legitimate concerns
      of the NYSE Euronext Board.
    - The Hart-Scott-Rodino anti-trust review is well underway and NASDAQ OMX
      has received and is responding to a Second Request for information in
      connection with NASDAQ OMX's filing.
    - The discovery that the initial synergies provided by NYSE
      Euronext/Deutsche Boerse were understated by one-third after two years
      of exploratory discussions should be carefully considered against the
      history of NYSE Euronext and Deutsche Boerse failing to deliver
      promised synergy estimates in their past transactions.
    - The strategy that NASDAQ OMX and ICE have laid out is highly attractive
      and complementary to the NYSE's strategy of international expansion and
      increased operating efficiencies.

NASDAQ OMX and ICE encourage NYSE Euronext's stockholders to call on
their Directors to meet with us to address any concerns they have and start a
mutual due diligence process. Taking this small step would create no
commitment and would reassure NYSE Euronext's stockholders that a thorough
review process has been undertaken.

As NYSE Euronext stockholders, which would you choose - engagement on a
financially superior proposal, or a story about why an inferior transaction
is really "superior"?

The NYSE should live up to the principles that they espouse for the
stockholders of the companies listed on the New York Stock Exchange. Ask your
Board to reconsider their refusal to engage on our superior proposal.


Robert Greifeld, Chief Executive Officer & President, The NASDAQ OMX
Group, Inc

Jeffrey Sprecher, Chairman & Chief Executive Officer,
IntercontinentalExchange, Inc

Additional Details

Today's presentation and other supporting information related to this
proposal are available on and


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 *Please follow NASDAQ OMX on Facebook
( and Twitter

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

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

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 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 NASDAQ OMX's and
ICE's filings are also available on the SEC website at 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

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
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 ( 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, 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.


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

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