On Thursday, NYSE Euronext rejected the renewed offer from Nasdaq and ICE for the company despite the 15% premium, based on share prices on 20 April, the day before the rejection of the bid.
This was the second time that NYSE Euronext had rejected a hostile bid from Nasdaq/ICE, the first coming on April 9.
At the time, board cited concerns over “execution risk” relating to antitrust issues and questioned the whether a break-up of the company outlined in the Nasdaq/ICE bid would provide long-term value to shareholders.
Upon rejecting the second bid, NYSE Euronext Chairman Jan-Michiel Hessels said: “Our Board has reviewed the information recently provided by Nasdaq/ICE in connection with their proposal and concluded that this proposal is substantially the same as what was previously rejected.”
In response, Nasdaq and ICE released a joint statement in which they attacked NYSE Euronext for its rejection.
“Their response is now vague generalities unsupported by the actual facts,” the two exchanges said in a statement.
NYSE Euronext had agreed a friendly merger with Deutsche Börse, however a hostile bid from Nasdaq and ICE on April 1 disrupted the deal process.
In an interview with the Financial Times over the weekend, Duncan Niederauer, chief executive of NYSE Euronext said that his company and Deutsche Börse had identified a further €100m of savings that could be realised as a result of the merger.
However, Nasdaq and ICE responded with a rejected of this claim. “NYSE Euronext investors should be highly skeptical that after two years of exploratory merger discussions, including more than six months dedicated to finalizing the transaction, NYSE Euronext has suddenly found a reported €100 million in additional synergies.
“This increase appears not to be a matter of sharpening a pencil, but an unexplained shift in strategy. The discovery that initial synergies having been understated by one-third comes after receiving a superior proposal from NASDAQ OMX and ICE that achieves greater synergies.
“Importantly, if there are additional synergies to be found after the merger economics have been agreed, then it has to come at the expense of NYSE Euronext stockholders because there has been no increase in the price they are being offered,” the two companies said in a statement.
NYSE Euronext shareholders meet on Thursday (April 28) for the company’s annual AGM.