Nasdaq CEO vows hostile bid for NYSE in "weeks"

Robert Greifeld, NASDAQ OMX CEO, speaks at the Boston College Chief Executives' Club luncheon in Boston, Massachusetts September 22, 2009. REUTERS/Brian Snyder

Robert Greifeld, NASDAQ OMX CEO, speaks at the Boston College Chief Executives' Club luncheon in Boston, Massachusetts September 22, 2009.

Credit: Reuters/Brian Snyder

CHICAGO | Tue May 10, 2011 5:23pm EDT

CHICAGO (Reuters) - Nasdaq OMX Group Chief Executive Robert Greifeld, unbowed after NYSE Euronext twice rejected his takeover offer, is pressing forward with a hostile bid for the Big Board parent, promising to launch a tender offer within weeks.

Greifeld on Tuesday said the offer is "probably still a couple weeks away."

Earlier this month, Nasdaq and ICE said they planned to take their bid directly to shareholders in a tender offer.

NYSE shareholders are scheduled to vote on the Deutsche Boerse deal on July 7 under a timeline that NYSE says is designed to comply with German law on mergers and acquisitions.

But Greifeld suggested he is nowhere close to giving up. "We are here for the end game," he said.

NYSE's board has refused to meet with Nasdaq and IntercontinentalExchange Incto discuss their offer, sticking instead with an existing deal for a friendly merger with Deutsche Boerse AG.

NYSE Chief Executive Duncan Niederauer reiterated his commitment to the transatlantic deal on Tuesday, saying "the sky is the limit" in terms of the value that the deal creates for NYSE shareholders.

The companies will fully deliver promised cost savings and revenue additions, he said, and the companies' talks with regulators have kept it on track for completion by year's end.

But NYSE has an obligation to talk to Nasdaq and ICE, which values NYSE at $1.3 billion more than the Deutsche Boerse deal, Greifeld said in slides presented at a UBS financial services conference in New York on Tuesday.

Greifeld and ICE CEO Jeffrey Sprecher, who first proposed to buy NYSE on April 1, have repeatedly called on NYSE shareholders to demand that NYSE at least meet with them, most recently in a letter on Monday that suggested NYSE shareholders are being "railroaded" into an inferior deal.

The competing offer would split NYSE Euronext into two, with Nasdaq acquiring NYSE's equities and equities options business for $4.9 billion in stock and cash, and ICE acquiring its London-based futures unit, Liffe, for $6.3 billion in stock and cash, according to an ICE/Nasdaq filing.

The offer for Liffe is "full and fair" but the mix of stock and cash could be adjusted if NYSE Euronext engages in negotiations, ICE's Sprecher said at the UBS conference.

Nasdaq is working at a "rapid pace" to clear antitrust hurdles with the U.S. Department of Justice, Greifeld said on Tuesday. The combination of NYSE and Nasdaq would create a near monopoly in the U.S. stock-listing business, and the DOJ would likely ask for some "remedies," Greifeld said.

Any such concessions would not change the basic business plan for the merger, he said, adding that he would expect increased U.S. Securities and Exchange Commission oversight as well as competition from smaller upstarts should the combination be approved.

Nasdaq and ICE's offer includes a $350 million payment to shareholders should antitrust authorities block the deal.

NYSE's agreement with Deutsche Boerse has no such fee, even though it faces intensive scrutiny from European regulators over what would be a near-monopoly in futures trading from London to Frankfurt.

Deutsche Boerse's works council has refused to back the merger proposal.

(Reporting by Ann Saphir; Editing by Tim Dobbyn, Gerald E. McCormick and Carol Bishopric)

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