Nasdaq counters Deutsche Boerse's offer to buy NYSE

Nasdaq's parent company has put together an $11-billion bid for the owner of the New York Stock Exchange, trying to break up a pending sale of the Big Board to Germany's leading stock market.

Nasdaq OMX Group Inc. reportedly had been trying to put together an offer for NYSE Euronext since mid-February, when NYSE agreed to be acquired by Deutsche Boerse.

In the offer disclosed Friday, Nasdaq teamed up with Atlanta-based IntercontinentalExchange Inc., known as ICE, a leading operator of exchanges that trade derivatives.

Under the proposal, New York-based Nasdaq would acquire NYSE's stock-listing business, including the New York Stock Exchange, and ICE would take its derivatives exchange. Nasdaq and ICE would still operate independently. NYSE shareholders would get a combination of ICE shares, Nasdaq shares and cash.

The plan would "unlock more synergies in each of the businesses" than Deutsche Boerse's proposal would, ICE Chief Executive Jeffrey Sprecher said on a call with analysts.

The stock market viewed the bid as good for the shareholders of the two New York companies: NYSE Euronext's stock shot up 13%, while Nasdaq jumped 9%. ICE's shares, however, slumped 3.1% and Deutsche Boerse's U.S.-traded shares slid 1.7%.

The value of the Nasdaq-ICE offer tops Deutsche Boerse's bid by more than 20%, based on the terms of the bid and the closing stock prices of the three bidders. That premium would more than make up for a $337-million fee that NYSE Euronext might have to pay Deutsche Boerse to back out of their deal.

Deutsche Boerse issued a statement defending its offer as "the best possible combination for both shareholder groups and the stakeholders of the companies."

NYSE Euronext declined to comment except to say it would review the unsolicited proposal.

An acquisition of NYSE by Deutsche Boerse could put Nasdaq, the Big Board's most notable U.S. competitor, at a disadvantage in an industry in which scale is considered all-important.

"We do have to admit that we'd never planned on having the opportunity to bid for NYSE," Nasdaq CEO Robert Greifeld said during the analyst call.

Nasdaq's bid would keep the management of one of the icons of American capitalism squarely in the U.S. Since the German deal was announced, U.S. politicians have expressed concern about plans for the combined company to have European as well as American headquarters.

Nasdaq and ICE also said they would be in a better position to fend off any antitrust concerns among European regulators, who were considered likely to review a Deutsche Boerse-NYSE combination.

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