NEW YORK
and
ATLANTA
,
April 1, 2011
/PRNewswire/ --
-- Creates a leading global exchange in equities, options, listings and
exchange related technology to compete in the increasingly competitive
global exchange market
-- Establishes a leading transatlantic derivatives platform that would
promote continued competition in Europe and the U.S.
-- Represents a superior proposal to the Deutsche Boerse takeover proposal
-- Offers greater long-term value for stockholders by putting existing
businesses under managements recognized for integration capabilities and
efficiency
-- Strengthens U.S. and European cash equities competitive position for
raising capital and creating jobs
-- Strengthens ability of regulators to oversee markets and reduces market
fragmentation and flash-crash scenarios
NASDAQ OMX
(Nasdaq: NDAQ) and
IntercontinentalExchange
(NYSE: ICE) today announced that they have made a joint proposal to acquire
NYSE Euronext
(NYSE: NYX) for
$42.50
in cash and stock per
NYSE Euronext
share, or approximately
$11.3 billion
, based on the respective
NASDAQ OMX
and ICE closing share prices as of
March 31, 2011
. The proposal, delivered today in a letter to the Board of Directors of
NYSE Euronext
, represents a 19 percent premium over the price proposed by
Deutsche Boerse
, based on
Deutsche Boerse
's closing share price as of
March 31, 2011
, and a 27 percent premium over
NYSE Euronext
's unaffected stock price on
February 8, 2011
, the day prior to
NYSE Euronext
's statement that they were in discussions with
Deutsche Boerse
regarding a transaction.
Under the terms of the proposed acquisition,
NYSE Euronext
stockholders would receive
$14.24
in cash, plus 0.4069 shares of
NASDAQ OMX
common stock and 0.1436 shares of ICE common stock for each
NYSE Euronext
share.
As part of the proposal, ICE would purchase
NYSE Euronext
's derivatives businesses, and
NASDAQ OMX
would retain
NYSE Euronext
's remaining businesses, including the
NYSE Euronext
stock exchanges in
New York
,
Paris
,
Brussels
,
Amsterdam
and
Lisbon
, as well as the U.S. options business. A combination of
NASDAQ OMX
and
NYSE Euronext
would merge the trading, listings, options and market technology businesses of the two companies to create a leading international exchange, headquartered in
New York City
, with a geographic footprint in sixteen countries and best-in-class technology expertise that is used in over 60 markets internationally. ICE and
NASDAQ OMX
will continue to operate as separate businesses throughout the proposed transaction, as well as after its completion.
Robert Greifeld, Chief Executive Officer of
NASDAQ OMX
, said: "Our industry is undergoing a period of historic change. During the last five years more than 90 percent of the top 100 global listings chose not to list in the U.S., depriving U.S. investors of the opportunity to easily invest and trade in these companies. The combination of the two leading U.S. exchanges delivers an opportunity to build a global exchange platform that has the scale and growth potential to benefit investors, issuers and other market participants. We believe it would increase transparency and liquidity in U.S. markets and create jobs as new companies raise capital. For Europe, it strengthens the equity markets by creating a new, truly pan-European equity trading platform and solidifies
Paris
and
London
as premier financial hubs. Given that our proposal is clearly a superior proposal, we hope that
NYSE Euronext
's Board will recognize this opportunity as well as the benefits for
NYSE Euronext
's employees and customers."
Jeffrey C. Sprecher, Chairman and Chief Executive Officer of ICE, said: "Given the dynamics in derivatives markets today, the pace of innovation and the need for competition, we are well positioned to bring more value to stockholders by ensuring that Liffe participates in the growth opportunities in our space. In addition to expanding our clearing capabilities to interest rates, we would enable increased competition in the U.S., where interest rates futures are dominated by one exchange with approximately 95 percent market share. And, in
Europe
, we would offer an attractive solution to preventing that same business from being dominated by a single competitor while preserving global innovation around additional risk management services."
Strategic Benefits
ICE's acquisition of
NYSE Euronext
's European futures markets, Liffe, Liffe U.S., and the over-the-counter clearing business, NYPC, would leverage its existing leading derivatives markets across futures and over-the-counter markets and clearing houses in the U.S. and
Europe
.
A combined
NASDAQ OMX
and
NYSE Euronext
would have leadership positions across all major business lines, including a world-class cash trading business in U.S. and European equities and a preeminent U.S. options business. Together,
NASDAQ OMX
and
NYSE Euronext
would strengthen the international competitive position of the U.S. at a time when companies and investors are increasingly being drawn to other financial centers:
-- Since 1995, listings on U.S. exchanges have contracted from 8,000 to
5,000 while listings on non-U.S. exchanges grew from 23,000 to 40,000
-- In 2010, the U.S. generated only 16 percent of capital raised worldwide
and attracted the listing of only 1 of the 10 largest global IPOs (GM)
A unified U.S. equities market would ensure that the U.S. is better able to compete globally in a rapidly changing international market for equity trading and capital-raising. A unified technology platform would also lower firms' and investors' trading costs and provide increased liquidity and transparency, while maintaining continued U.S. regulatory oversight of the capital markets to protect investors.
ICE's acquisition would create a strong global competitor in listed derivatives markets and central counterparty clearing:
-- Creates a leading exchange operator with $1.8 billion in combined
revenues
-- Leverages ICE's existing global derivatives markets, technology and
clearing houses to achieve meaningful synergies, while supporting the
development of competitors to dominant US and European exchanges
-- Capitalizes on ICE's ability to innovate and grow markets through new
product development, clearing and post-trade services
Financial Benefits
NYSE Euronext
stockholders would receive
$14.24
in cash, plus 0.4069 shares of
NASDAQ OMX
common stock and 0.1436 shares of ICE common stock for each share of
NYSE Euronext
common stock.
NASDAQ OMX
and ICE each have significant experience integrating exchange businesses and have proven track records of realizing synergies and creating stockholder value on an absolute and relative basis within the exchange sector. Overall, the combined companies would feature highly complementary lines of business with significant synergy opportunities. This would lead to meaningful value creation for the combined companies' stockholders, with an expected
$740 million
in total net synergies fully realized by the end of the third year following the closing of the transaction.
A combined
NASDAQ OMX
/
NYSE Euronext
would provide accretion to stockholders 12-18 months following the close of the transaction and double digit accretion soon after the 12-18 month period. It would also deliver strong pro forma cash flow generation to invest in the business and service debt. ICE's acquisition would also be solidly accretive to ICE stockholders in year two and would leave ICE with substantial financial flexibility.
NASDAQ OMX
and ICE would finance the cash portion of the acquisition purchase price through cash on hand and a combined
$3.8 billion
financing commitment. Both firms have received strong support from a group of leading institutions, including
Bank of America
and
Wells Fargo
, which together would be prepared to arrange fully committed financing required to complete the transaction. The repayment of debt would be financed by the strong cash flows of the combined companies.
Steps to Completion
NASDAQ OMX
and ICE believe that the proposed combination would satisfy the required regulatory approvals in all jurisdictions. NASDAQ OMX and ICE believe that they can secure E.U. competition clearance in contrast to the expectation of a deep and extended probe for the proposed
Deutsche Boerse
transaction.
The
NASDAQ OMX
/ICE proposal requires approval from the majority of
NASDAQ OMX
and ICE stockholders, versus the requirement of a 75% acceptance level of the exchange offer by
Deutsche Boerse
's shareholders. Both proposals will require approval of a majority of
NYSE Euronext
stockholders.
Advisors
NASDAQ OMX
has engaged
Bank of America Merrill Lynch
and
Evercore Group L.L.C.
as financial advisors and
Shearman & Sterling LLP
as legal counsel for this transaction. ICE has engaged
Lazard
,
Broadhaven Capital Partners, LLC
and
BMO Capital Markets Corp.
as financial advisors and
Sullivan & Cromwell LLP
as legal counsel for this transaction.
Conference Call/Webcasts/Presentations
NASDAQ OMX
and ICE will be discussing the proposed transaction on a webcast and presentation, which can be accessed via ir.theice.com and ir.nasdaq.com and via the following dial-in:
Additional Details
All details and other supporting information related to this proposal are available on www.nasdaq.com/deal and ir.theice.com
The following is a copy of the letter
NASDAQ OMX
and ICE sent to the Board of
NYSE Euronext
earlier today with respect to their proposal:
Proposal Letter
The
NASDAQ OMX Group, Inc.
("
NASDAQ OMX
") and
IntercontinentalExchange, Inc.
("
IntercontinentalExchange
") have closely followed the recent announcement that
NYSE Euronext
("
NYSE Euronext
") and
Deutsche Boerse AG
("
Deutsche Boerse
") intend to combine their respective businesses. We have carefully reviewed the recent developments associated with that announcement, as well as the announcements in our industry concerning other transactions. We have spent considerable time and resources analyzing
NYSE Euronext
, including the company's operations and financial performance. The results of our investigations have been encouraging. We are convinced that a transaction with
NYSE Euronext
on the terms outlined in this letter is strategically and financially compelling for each of
NYSE Euronext
,
NASDAQ OMX
and
IntercontinentalExchange
and provides significant benefits to investors, issuers and other capital markets participants. Our proposal will strengthen both U.S. and European market structures by consolidating a fragmented U.S. equity market and creating a new pan-European equity market, for the benefit of investors and market participants and by promoting greater competition and innovation in European derivatives. In addition, we strongly believe that a
NASDAQ OMX
/
NYSE Euronext
/
IntercontinentalExchange
transaction would provide clearly superior benefits, in comparison to a
Deutsche Boerse
transaction, both for the U.S. and European business community and their customers, and the U.S. and European economies as a whole. Our transaction means that customers, shareholders and regulators in
Europe
will have vibrant markets capable of competing globally for trading and listings.
Based upon publicly available information,
NASDAQ OMX
and
IntercontinentalExchange
are pleased to submit this proposal to acquire all of the issued and outstanding capital stock of
NYSE Euronext
for a combination of
NASDAQ OMX
and
IntercontinentalExchange
stock and cash (our "Proposal").
Proposed Transaction
Our Proposal offers
NYSE Euronext
stockholders
$42.50
per share based on current market prices, representing a 21% premium to
NYSE Euronext
's closing stock price as of March 31, 2011. Our Proposal also represents a premium of 19% to the implied value of
Deutsche Boerse
's current offer based upon
Deutsche Boerse
's closing stock price on March 31, 2011 and a premium of 27% to
NYSE Euronext
's closing stock price on
February 8, 2011
(the last date prior to
NYSE Euronext
's press release on
February 9, 2011
, confirming discussions with
Deutsche Boerse
). In our Proposal,
NYSE Euronext
stockholders would receive $14.24 in cash, 0.4069 of a share of
NASDAQ OMX
common stock and 0.1436 of a share of
IntercontinentalExchange
common stock, for each
NYSE Euronext
share. The NASDAQ OMX and
IntercontinentalExchange
shares issued to
NYSE Euronext
stockholders would be freely tradable. In addition, subject to further analysis and the assistance of
NYSE Euronext
, we believe that our Proposal has the potential to be structured as a tax-free transaction to
NYSE Euronext
's stockholders with respect to all or a portion of the stock consideration issued. For these reasons and the many others that we discuss in this letter, we strongly believe that our Proposal constitutes a "Superior Proposal", as defined in
NYSE Euronext
's agreement with
Deutsche Boerse
.
NASDAQ OMX
and
IntercontinentalExchange
have agreed between themselves that in connection with the closing of the transaction,
IntercontinentalExchange
would acquire
NYSE Euronext
's European derivatives businesses, including Liffe, as well as Liffe US and NYPC, and
NASDAQ OMX
would retain
NYSE Euronext
's other businesses, including the
NYSE Euronext
stock exchanges in
New York
,
London
,
Paris
,
Amsterdam
,
Brussels
and
Lisbon
, the U.S. equity options business and the information services and technology solutions businesses.
We believe the stock component of our proposed consideration provides
NYSE Euronext
's stockholders with ownership in two global, market leading exchange companies, each of which offers superior prospects for significant value creation through synergies and enhanced opportunities for growth. Due to the operational focus of
NASDAQ OMX
and
IntercontinentalExchange
on their respective businesses, we expect to achieve estimated, combined run-rate net synergies of approximately $740 million annually, well in excess of the expected net synergies for the
Deutsche Boerse
/
NYSE Euronext
transaction. Similarly, the operational focus and management strength of
NASDAQ OMX
and
IntercontinentalExchange
in each of their respective markets, when combined with the financial and strategic benefits of this Proposal, would create opportunities for growth that will likely exceed what can be achieved through the
Deutsche Boerse
/
NYSE Euronext
transaction. Both NASDAQ OMX and
IntercontinentalExchange
have strong track records of creating stockholder value through successfully integrating and realizing cost synergies with acquired businesses. On the other hand,
Deutsche Boerse
's acquisition of International Securities Exchange, for instance, has not yet demonstrated the level of synergies and value creation originally promised to
Deutsche Boerse
's shareholders.
If
NYSE Euronext
's Board of Directors believes that certain of
NYSE Euronext
's stockholders have a strong preference for stock consideration or cash consideration in the proposed transaction, we are prepared to offer an election option that would permit the consideration to be reallocated among
NYSE Euronext
stockholders.
Strategic Rationale and Benefits for Key Constituencies
In addition to the considerably greater current value and enhanced prospects for the
NYSE Euronext
stockholders, this transaction will create significant benefits for stockholders, investors, issuers, and other market participants, including the following:
NASDAQ OMX
-- Joins two iconic U.S. brands, creating the leading U.S. cash equities
market with best-in-class technology and providing a unique opportunity
to maintain and enhance U.S.-domiciled global leadership in the
operation of cash equity exchanges;
-- Establishes the premier European cash equities business with leadership
positions, iconic brands and local expertise in Paris, Stockholm,
Amsterdam, Helsinki, Copenhagen, Brussels, Lisbon and the Baltic
markets;
-- Creates opportunity for significant value creation for stockholders and
EPS creation through net synergies (approximately $540 million annually)
and benefits of greater scale and financial resources;
-- Enhances the ability to compete globally for listings; and
-- Combines the expertise and offerings of NASDAQ OMX and NYSE Euronext in
providing technology products and services to exchanges, clearing
organizations, central securities depositories and hundreds of global
financial institutions to present an even stronger and more
differentiated offering.
IntercontinentalExchange
-- Enhances IntercontinentalExchange's position as one of the leading
operators of integrated futures exchanges and over-the-counter (OTC)
markets, clearing houses, trade processing and data services for the
global derivatives market;
-- Provides investors and other market participants with a significantly
expanded product offering spanning energy, commodities, interest rates,
credit and foreign exchange;
-- Creates opportunity for significant value creation for stockholders
through net synergies (approximately $200 million annually) and benefits
of greater scale and financial resources; and
-- Consolidates leading technology platforms, including already commonly
shared post-trade and clearing systems, to create greater market and
operating efficiencies.
U.S. and European Market Structure Benefits
We strongly believe this transaction will provide greater benefits to the U.S. and European markets than a combination with
Deutsche Boerse
, including the following:
U.S. Markets
-- Creates deeper liquidity pools, better price discovery for investors and
greater market efficiencies in U.S. cash equities and equity options;
-- Provides greater flexibility, through increased scale, to invest in
ongoing innovation and platform enhancements, further improving customer
experience and the strength of the capital market;
-- Solidifies U.S. leadership in global capital markets; and
-- Enhances customer benefits by providing consolidated view of fragmented
marketplace.
European Markets
-- Strengthens European equity markets by creating a new, truly
pan-European equity trading platform with locally-governed exchanges
with the ability to effectively compete and innovate to better serve
customers;
-- Creates a major new force in European derivatives which will
significantly enhance competition across the derivatives market in
Europe;
-- Invigorates market and technology innovation throughout the equities and
derivatives markets given IntercontinentalExchange's and NASDAQ OMX's
proven track record of bringing innovation and investment to the
European markets; and
-- Secures Paris and London as premier international financial hubs.
Financing
NASDAQ OMX
and
IntercontinentalExchange
have been working with a syndicate of banks led by
Bank of America Merrill Lynch
and
Wells Fargo
to arrange financing for the cash portion of our Proposal not financed with available cash on hand. Our banks have reviewed our Proposal and, upon our instruction, are prepared to arrange fully committed financing sufficient to consummate the transaction.
Brand / Governance / Management and Employees
-- Brand
o The name of the combined entity following NYSE Euronext's merger will
be NASDAQ NYSE Euronext Group, Inc.
o The iconic New York Stock Exchange floor will remain.
-- Governance
o NASDAQ OMX and IntercontinentalExchange recognize the many
constituencies currently represented on the Boards of Directors of
NASDAQ OMX, IntercontinentalExchange and NYSE Euronext, and we believe
in the importance of having the Boards of Directors of the combined
companies be representative of a broad group of stakeholders,
including local expertise, and the relative contributions of the
businesses. NASDAQ OMX and IntercontinentalExchange would appreciate
the opportunity to discuss the most appropriate board and management
structure for our respective companies post-transaction.
-- Management and Employees
o We strongly believe in the great potential of NYSE Euronext's
management and employees and that the businesses of NYSE Euronext will
continue to grow and expand as key components of each of the broader
NASDAQ OMX and IntercontinentalExchange groups, as the case may be;
o NASDAQ OMX and IntercontinentalExchange each have a strong track
record of acquisitions in which we have expanded the reach and
operations of the acquired entity, while respecting the separateness
of the acquired entity's organization. We have great respect for NYSE
Euronext's existing management and many talented employees, and we
look forward to discussions regarding how management and employees of
NYSE Euronext would participate in the integration and future growth
of the combined businesses; and
o Depending upon whether an employee's NYSE Euronext business unit will
be retained by NASDAQ OMX or retained by IntercontinentalExchange,
such employee's options, restricted stock units and deferred stock
units will be cashed out by either NASDAQ OMX or
IntercontinentalExchange, as applicable, in accordance with the
applicable plan document or award agreement for such option,
restricted stock unit or deferred stock unit.
Approvals and Conditions
The Board of Directors of each of
NASDAQ OMX
and
IntercontinentalExchange
has reviewed and approved this proposal and fully supports its submission to you. In light of the proposed issuance of shares of common stock of
NASDAQ OMX
and
IntercontinentalExchange
, stockholder votes of
NASDAQ OMX
and
IntercontinentalExchange
will be necessary to approve the transaction. As you are aware, holders of a majority of the outstanding shares of
NYSE Euronext
's common stock will be required to approve the proposed transaction (as compared to the supermajority required of the
Deutsche Boerse
shareholders). We would note that
NYSE Euronext
,
NASDAQ OMX
and
IntercontinentalExchange
share many of the same stockholders and that support from our stockholders is likely to translate into strong support from
NYSE Euronext
's stockholders for our Proposal.
We recognize that certainty of closing a transaction is of paramount importance to
NYSE Euronext
's Board of Directors as it evaluates our Proposal. We would expect our acquisition to be subject to customary closing conditions, including the receipt of competition approvals in the U.S., the E.U. and other relevant jurisdictions, as well as approvals from the relevant exchange regulators, and the receipt of the necessary stockholder approvals described above.
We and our respective advisors have spent considerable time in determining the necessary approvals required by competition and other governmental authorities, including the various exchange regulators. We look forward to discussing with you, in detail, our analysis of the required approvals and the approach we expect to take to obtain them. We are highly confident that we will obtain these approvals, and we are prepared to begin working immediately with the relevant authorities to address any potential issues they may identify. We recognize that our Proposal creates a greater competitive issue in the U.S. than the
Deutsche Boerse
proposal; however, we are confident that this issue can be satisfactorily resolved because the combination of the
NASDAQ OMX
and
NYSE Euronext
businesses would increase the competitiveness of the combined entity's listings businesses against the exchange and off-exchange trading alternatives in an increasingly globalized market for capital. Accordingly, we are confident that our proposal could not be disqualified as a "Superior Proposal" because of competition questions.
Due Diligence
We have dedicated significant internal resources and retained external advisors to allow us to complete diligence on an accelerated time frame. In addition to meeting with members of
NYSE Euronext
's management, we anticipate conducting diligence with respect to legal, accounting, financial, tax, and business and operations matters. We are already very familiar with each of
NYSE Euronext
's businesses and therefore any due diligence process will be very focused and efficient, with minimal disruption to your employees and businesses.
Since a significant portion of the consideration in our proposal consists of shares of
NASDAQ OMX
common stock and
IntercontinentalExchange
common stock, we are both ready to make available to
NYSE Euronext
and its advisors the materials they will need to conduct appropriate diligence on our respective companies.
Next Steps
We strongly believe that you should conclude that our Proposal constitutes a Superior Proposal, as defined in
NYSE Euronext
's agreement with
Deutsche Boerse
. We believe all parties will benefit from a discussion of the potential synergies and benefits provided by our Proposal, and from permitting us to commence promptly our due diligence, which will allow us to submit a final and binding proposal in the near future. In connection with the proposed transaction,
NASDAQ OMX
has engaged
Bank of America Merrill Lynch
and
Evercore Group L.L.C.
as financial advisors and Shearman & Sterling LLP as legal counsel, and
IntercontinentalExchange
has engaged
Lazard
,
Broadhaven Capital Partners, LLC
and
BMO Capital Markets Corp.
as financial advisors and Sullivan & Cromwell LLP as legal counsel. We and our advisors are available to meet to discuss the terms of our Proposal and to negotiate a definitive agreement as soon as possible, and we are prepared to immediately enter into customary confidentiality agreements with
NYSE Euronext
.
Other Matters
Due to the significance of this Proposal not only to the stockholders of
NYSE Euronext
who are considering the merits of a transaction with
Deutsche Boerse
, but also to the stockholders of
NASDAQ OMX
and
IntercontinentalExchange
as well as to the broader public, we intend to issue a press release to publicly disclose this letter.
This letter is not intended to be and is not a binding contract between us or an offer by us capable of your acceptance, but rather is a non-binding indication of our serious interest to enter into a transaction with
NYSE Euronext
on the terms and conditions proposed herein, which we hope will serve as a basis for moving forward toward a mutually agreed transaction. Although NASDAQ OMX,
IntercontinentalExchange
and
NYSE Euronext
will be bound only in accordance with terms and conditions to be negotiated and contained in a definitive agreement among the parties, we are deeply committed to achieving a transaction. This letter shall be governed by and construed in accordance with the laws of the
State of New York
, without regard to principles of conflicts of law.
We are prepared to immediately engage with the NYSE Euronext Board of Directors and its advisors to begin exploring the mutual benefits of our Proposal for all stakeholders. Thank you for your consideration and we look forward to hearing from you as soon as feasible.
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 http://www.nasdaqomx.com. *Please follow
NASDAQ OMX
on
Facebook
(http://www.facebook.com/pages/NASDAQ-OMX/108167527653) and Twitter (http://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 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 http://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 http://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:
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 currently available. INVESTORS ARE URGED TO CAREFULLY READ 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. 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 (http://www.sec.gov). 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 ir@theice.com, 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
,
NASDAQ OMX
's proxy statement, filed with the
SEC
on
April 16, 2010
for its 2010 annual meeting of stockholders, and
NASDAQ OMX
's current reports on Form 8-K, filed on
February 14, 2011
and
February 24, 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
, ICE's current report on Form 8-K filed on
March 7, 2011
and in ICE's proxy statement for its 2010 annual meeting of stockholders, filed with the
SEC
on
April 5, 2010
.
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
SOURCE
IntercontinentalExchange