3rd UPDATE: Deutsche Boerse, NYSE Euronext Outline Tie-Up
February 15 2011 - 1:56PM
Dow Jones News
Deutsche Boerse AG (DB1.XE) and NYSE Euronext (NYX) on Tuesday
outlined plans for a combination that would create the world's
largest exchange operator if it can win support from regulators and
lawmakers and overturn investor skepticism about forecast
synergies.
The companies aim to close a transaction by year end, though
they said it could take up to 60 days to choose a name for a
combined entity in which Deutsche Boerse shareholders would own
60%. Though billed as a merger of equals, the all-stock proposal
offers NYSE Euronext shareholders a 10% premium to its undisturbed
share price.
The enlarged exchange would create a dominant force in listed
European derivatives and clearing and challenge CME Group Inc.
(CME) in the U.S. and for expansion opportunities in Asia.
Speculation continued to swirl that the Chicago exchange could
launch a spoiler bid with Nasdaq OMX Group Inc. (NDAQ) and split
NYSE's derivatives and equities business between them. CME said in
a statement it remained focused on organic growth.
The latest planned deal joins two other combinations amid the
latest flurry of industry deal-making, notably the planned mergers
of Toronto's TMX Group (X.T, TMXGF) and the London Stock Exchange
Group PLC (LSE.LN), and Singapore Exchange and Australian market
operator ASX Ltd. (ASX.AU).
"This is an industry that lends itself to scale, more than any
other industry any of us have thought about, covered or seen," said
NYSE Euronext chief executive Duncan Niederauer at a press
conference following the announcement, pointing to potential future
cooperation with Asian exchanges..
Niederauer would retain the position in the merged entity, with
fellow executives holding half of the key roles on an eight-member
management committee that aimed to navigate the political
sensitivities about a German company taking over the iconic parent
of the Big Board.
He said discussions with competition officials wouldn't be easy,
though saw regulatory issues largely confined to Europe. Reto
Francioni, his opposite number at Deutsche Boerse, said early
signals from regulators were "positive," though it is expected to
trigger a filing with the Committee on Foreign Investment in the
U.S., as well as scrutiny from antitrust officials on both sides of
the Atlantic.
The plan first leaked last week is the sixth attempt by Deutsche
Boerse to close a transformative deal in as many years, including
two prior efforts to tie with NYSE Euronext, and the companies said
it would be accretive to both from the outset.
Niederauer said most planned cost savings--seen running at an
annualized $400 million three years after closing--would be from
harmonizing technology and clearing services. They also see gains
from cross-selling products.
The boards of both companies approved the proposed deal at
meetings earlier Tuesday.
Francioni would be chairman of the Amsterdam-based holding
company, with Deutsche Boerse contributing 10 members of a
17-strong one-tier board.
An executive committee will be led by Niederauer with four
members representing each exchange. From Deutsche Boerse, Andreas
Preuss will become deputy CEO and president as well as head of
derivatives. Gregor Pottmeyer will become chief financial officer,
Jeffrey Tessler will lead settlement and custody operations, Frank
Gerstenschlaeger will lead the company's market data and analytics
operations.
Key board members from NYSE Euronext will include Dominique
Cerutti as head of technology services and IT, Lawrence Leibowitz,
who will head cash trading and listings and John K. Halvey, who
will become general counsel.
Joint headquarters will be located in New York City and
Eschborn, near Frankfurt.
The Deutsche Boerse-NYSE Euronext proposal calls for one of the
German group's shares to be exchanged for one share of the new
company's stock, while each share of the Big Board owner will be
swapped for 0.47 share of the new company stock.
NYSE Euronext shares were recently down 3% at $38.25, with
Deutsche Boerse off 2.4% at 59.85 euros. CME shares were down 2.1%
at $296.16 amid a broad sell-off in the exchange sector.
-By William Launder, Jacob Bunge and Doug Cameron,
Dow Jones Newswires; william.launder@dowjones.com
--Nathan Becker contributed to this article.
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