NASDAQ OMX Group and IntercontinentalExchange Respond to NYSE Euronext's Board's Continued Rejection of NASDAQ OMX/ICE Superior Proposal

By Intercontinentalexchange, PRNE
Wednesday, April 20, 2011

NEW YORK and ATLANTA, April 21, 2011 - NASDAQ OMX (NDAQ) and IntercontinentalExchange (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.

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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."

Jeffrey C. Sprecher, Chairman and Chief Executive Officer of ICE, said,
"We have approached this proposed transaction from a thoughtful strategic
perspective with a premium offer that reflects our strong commitment to
consummating our transaction and to create a better market structure for
market participants. As a leading global futures exchange operator, ICE will
strengthen competition in European derivatives, while NASDAQ OMX works with
regulators to rebuild a cohesive U.S. market structure and confidence in the
cash equities markets. We do not understand why the NYSE Euronext Board
continues to protect the lower-premium Deutsche Boerse takeover, despite
urging from its shareholders that they consider our transaction. There is no
risk in engaging with us to ensure that the best interests of NYSE Euronext
shareholders and markets are served."


The existing Deutsche Boerse agreement permits the NYSE Euronext Board to
engage in due diligence discussions with NASDAQ OMX and ICE if it believes
that "there is a reasonable likelihood that such a proposal could constitute
a superior proposal." The NASDAQ OMX and ICE proposal offers superior value,
15% over the Deutsche Boerse alternative as of April 20, contains no
financing out and is fully financed. The $350 million reverse termination fee
that NASDAQ OMX and ICE have offered for failure to obtain antitrust
approvals evidences their commitment to and confidence in the proposal. In
sharp contrast, the Deutsche Boerse transaction offers no reverse break-up
fee for antitrust, despite the admission by NYSE Euronext's CEO that the
Deutsche Boerse transaction faces regulatory challenges.

NASDAQ OMX and ICE will continue their direct discussions with NYSE
Euronext shareholders who remain highly interested in the NASDAQ OMX/ICE

    -- Based on April 20 closing prices, the NASDAQ/OMX proposal is valued at
       $42.69 per NYX share. This is 15%, or $1.4 billion, above the $37.26
       value per NYX share under the proposed Deutsche Boerse transaction.
    -- NASDAQ OMX and ICE are strong operators - with management teams that
       have a proven ability to integrate businesses and realize synergies,
       while bringing innovation to markets.
    -- NASDAQ OMX and ICE are global market operators. There is no debate
       about the importance of global reach and the demonstrated growth of
       these two companies has been driven by success as global operators in
       local jurisdictions.
    -- NASDAQ OMX and ICE are two highly focused players in the cash equities
       and derivatives markets. A NASDAQ OMX/NYSE Euronext and an ICE/Liffe
       combination will strengthen competition and innovation for the benefit
       of all shareholders and market participants.
    -- Competition and confidence in markets will be enhanced by the NASDAQ
       OMX/ICE transaction. The NYSE Euronext Board should take the time to
       understand the important benefits of this proposed transaction to
       markets and customers.
    -- NASDAQ OMX and ICE will be able to leverage their globally distributed
       platforms. The proposal offers enhanced volume, growth, and
       efficiencies; improved technology would serve the needs of a diverse
       customer base.
    -- NASDAQ OMX and ICE reiterate their request for the Board of NYSE
       Euronext to meet to better understand our proposal, allow due
       diligence to be conducted with appropriate safeguards to protect
       competitively sensitive information, and work toward a superior
       outcome for NYSE Euronext stockholders.

Not only does this represent a significantly higher short term valuation
for NYSE Euronext's shareholders, but as a significant portion of our offer
is in shares of two best in class exchange leaders with proven records of
creating value for their shareholders, we believe this offer will result in
higher long term value creation as well.

The future of the global exchange business will continue to be a
competitive race based on technological advancement, innovation and
efficiency. This race will be won by franchises that are able to anticipate
and act on this evolution. ICE and NASDAQ OMX have been and continue to be at
the forefront with leading technology platforms, proven innovation in market
structure, product development and clearing. Importantly, this has been
delivered on a cost-efficient basis, which enables high service levels for
customers at highly competitive prices.

In addition, the regulatory framework is moving away from the status quo
and increasing global competition across both trading and clearing. Only the
most nimble and efficient operators, such as NASDAQ and ICE, will succeed in
such an environment.

Additional Details

All details 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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