D.Boerse has no plans to raise NYSE offer: sources

FRANKFURT Mon Apr 11, 2011 11:30am EDT

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FRANKFURT (Reuters) - Deutsche Boerse (DB1Gn.DE) has no plans to raise its offer for NYSE Euronext NYX.N, two people said on Monday, even as the global merger dance among exchange operators looked set to continue.

The operator of the Frankfurt stock exchange is preparing to file an offer document with German regulator BaFin as early as Tuesday, these people, who are familiar with Deutsche Boerse's thinking, said.

After that, Deutsche Boerse will go on a roadshow as it seeks to convince NYSE Euronext shareholders that a deal between Frankfurt and New York is the best offer, these people said.

Deutsche Boerse declined to comment.

The boards of Deutsche Boerse and NYSE Euronext have not been on a joint roadshow since Nasdaq OMX Group (NDAQ.O), together with IntercontinentalExchange (ICE) (ICE.N), presented an $11.3 billion offer that rivals Deutsche Boerse's offer valuing the company at $10 billion at current share prices.

NYSE Euronext's board of directors on Sunday unanimously rejected the Nasdaq/ICE offer, saying it was too risky and counter to the Big Board's vision.

Deutsche Boerse shares rose as investors saw the chances of a bidding war between rival suitors diminished. The stock was up 1.1 percent by 1457 GMT, while Germany's blue-chip index .GDAXI was down 0.1 percent.

But sources said on Monday that Nasdaq and ICE may press ahead in what would be a hostile offer for NYSE Euronext.

Analysts said any hostile takeover of NYSE Euronext would be difficult since the company's current management would have to be forced out.

"NYSE Euronext's governance rules don't allow shareholders to call a meeting and run a new slate of board members, and it is too late to propose a new slate for the April 28th meeting, making the 2012 meeting the first opportunity to run a new slate," Macquarie equities research said in a note.

But Deutsche Boerse and NYSE Euronext still had a lot of lobby work to do to prevent a rival offer from succeeding, analysts said.

"We don't think many investors will find the differences in strategic vision, financial leverage, employment targets etc, as sufficient reasons to decline the nominally superior Nasdaq ICE offer," Macquarie further said.

"NYSE's rejection of a rival offer is very positive, given that a failure of the merger with NYSE Euronext would have left Deutsche Boerse internationally isolated," said Heino Ruland of Ruland Research.

Christian Muschick at Silvia Quandt research said he saw NYSE Euronext's move as increasing the chances of a successful merger with Deutsche Boerse merger.

Deutsche Boerse on Sunday welcomed the news saying: "NYSE Euronext and Deutsche Boerse will create compelling value for shareholders of both companies."

NYSE Euronext Chief Executive Duncan Niederauer criticized Nasdaq's unsolicited bid, saying it would unacceptably carve up the transatlantic exchange operator.

(Reporting by Edward Taylor, Hakan Ersen, Harro Ten Wolde and Anika Ross; Editing by Mike Nesbit)

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