The overall mix of the $8.2 billion of merger consideration being paid by ICE is approximately 67% shares and 33% cash. The transaction value of $33.12 represents a 37.7% premium over NYSE Euronext’s closing share price on Wednesday. The transaction is expected to close in the second half of 2013, subject to regulatory approvals.
Investors see plenty of upsides in a takeover by ICE, which would create a powerhouse in cross-asset trading and reduce Nyse Euronext’s reliance on stagnating, hyper-competitive equity markets. Nyse’s share of trading on stocks listed on the Big Board has shrunk from 82% to just 21% in a fiercely competitive market. For ICE, a tie-up with Nyse Euronext will give the energy trading bourse a leg-up into the expanding market for over-the-counter derivatives contracts and the geographical outreach to take on the Chicago Mercantile Exchange.
The two companies have already inked an agreement for Nyse Liffe to move its clearing operations to ICE Clear Europe. The implications of the deal for Nyse Liffe’s plans to move its clearing from LCH.Clearnet to a newly-constructed inhouse CCP by June 2013 have not been spelled out.
The combined company is expected to save up to $450 million through cost synergies in the second full year post closing. ICE has successfully integrated more than a dozen acquisitions in the last decade. An earlier bid by ICE to take over Nyse Euronext in tandem with Nasdaq OMX was nixed by the US Justice Department on anti-competitive grounds. Observers see no similar objections being raised to a straight merger, with Nasdaq OMX removed from the equation. FinExtra 20.12.2012
Given the sweeping changes hitting exchanges on the back of growing regulation and falling equity volumes in Europe, the combined entity would increase its chance of success, dominating European energy, commodity and short-dated fixed income trading, as well as OTC credit clearing; and leap-frogging Deutsche Boerse to become the world’s third-largest exchange group, with a combined market value of $15.2 billion.
However, not all divisions would benefit. Whilst a tie up with ICE would enable London-based Liffe to compete more effectively with CME Group in both trading and clearing of OTC products, for Euronext the future looks less certain. According to NYSE’s investor presentation explaining the deal, ICE “intends to explore an IPO of Euronext if market conditions allow and if European policy makers are supportive.” See full article at TABB Forum 20.12.2012.
ICE and NYSE Euronext agree that their wholly owned subsidiaries, ICE Clear Europe Limited and LIFFE Administration and Management have entered into a clearing services agreement pursuant to which ICE Clear Europe will provide clearing services to the London market of NYSE Liffe (“NYSE Liffe”). The clearing services agreement will allow NYSE Liffe to transition seamlessly from their current clearing arrangements. See full article at Bob´s Guide 20.12.2012
Inside ICE takeover of NYSE Euronext ( Tabb Forum Video Interview)
At this time last year, NYSE Euronext and Deutsche Bourse were more than midway through a year-long merger push that would have resulted in an exchange operator with an estimated $16 billion in combined market capital and a near monopoly on the European exchange-traded derivatives business. Consolidation, it seemed, was the key to competing in the global exchange landscape.
But dreams of consolidation, synergies and economies of scale were quickly dashed. The two biggest cross-border exchange deals — NYSE/DB merger and the proposed merger of the Singapore Exchange (SGX) and the Australian Securities Exchange (ASX) — were blocked by regulators, and the LSE’s attempt to buy the Toronto Stock Exchange (TMX), which also failed initially due to reluctant regulators, eventually lost out to a domestic bid from Maple Group Acquisition Corp. earlier this year. see full article at TABB Forum 12.12.2012.