NASDAQ (NDAQ), ICE (ICE) Issue Letter to NYSE (NYX) Shareholders

NASDAQ OMX (Nasdaq: NDAQ) and IntercontinentalExchange (NYSE: ICE) today issued the following open letter to NYSE Euronext (NYSE: NYX) stockholders.

From the release:

"Dear NYSE Euronext Stockholder:

NYSE Euronext's management and Board continue to deny that the NASDAQ OMX/ICE proposal is superior to the existing Deutsche Boerse agreement or that they have a fiduciary duty to review the proposal. Simply put, your Board is ignoring corporate governance best practices and the market reality of the situation.

• Our proposal offers substantially greater short and long-term value and creates a compelling opportunity for the NYSE Euronext Board to meet with us while presenting no downside risk and only upside for stockholders – the Deutsche Boerse agreement allows for discussions in the event the NYSE Euronext receives a proposal that may possibly be superior.
  
  
• We have offered mutual due diligence, and appropriate safeguards so that no competitive risks are posed to NYSE Euronext.
  
  
• Our reverse break-up fee is a significant improvement on the Deutsche Boerse agreement and alongside committed financing, with no conditions, addresses the key concerns of the NYSE Board.
  
  
• We have presented a fair and balanced form of Merger Agreement, based largely on the existing Deutsche Boerse agreement, and we are open to negotiating this form of agreement to address any legitimate concerns of the NYSE Euronext Board.
  
  
• The Hart-Scott-Rodino anti-trust review is well underway and NASDAQ OMX has received and is responding to a Second Request for information in connection with NASDAQ OMX's filing.
  
  
• The discovery that the initial synergies provided by NYSE Euronext/Deutsche Boerse were understated by one-third after two years of exploratory discussions should be carefully considered against the history of NYSE Euronext and Deutsche Boerse failing to deliver promised synergy estimates in their past transactions.
  
  
• The strategy that NASDAQ OMX and ICE have laid out is highly attractive and complementary to the NYSE's strategy of international expansion and increased operating efficiencies.

NASDAQ OMX and ICE encourage NYSE Euronext's stockholders to call on their Directors to meet with us to address any concerns they have and start a mutual due diligence process. Taking this small step would create no commitment and would reassure NYSE Euronext's stockholders that a thorough review process has been undertaken.

As NYSE Euronext stockholders, which would you choose – engagement on a financially superior proposal, or a story about why an inferior transaction is really "superior"?

The NYSE should live up to the principles that they espouse for the stockholders of the companies listed on the New York Stock Exchange. Ask your Board to reconsider their refusal to engage on our superior proposal.

Sincerely,

Robert Greifeld, Chief Executive Officer & President, The NASDAQ OMX Group, Inc

Jeffrey Sprecher, Chairman & Chief Executive Officer, IntercontinentalExchange, Inc."

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