(Corrects second paragraph to say lawsuit was filed on Friday)
* Alleges $8.2 bln deal price undervalues stock
* Individual investor files similar case in Delaware court
By Nick Brown
NEW YORK, Dec 24 A pension fund that holds
shares in NYSE Euronext has sued the exchange operator
over its proposed $8.2 billion sale to IntercontinentalExchange
Inc, saying the deal undervalues the company's stock.
The New Jersey Carpenters Pension Fund on Friday filed a
complaint in New York State Supreme Court in Manhattan
contending that NYSE Euronext breached its duty to maximize
returns for shareholders. The lawsuit seeks class-action status
on behalf of other NYSE Euronext shareholders and aims to block
It is the second such lawsuit filed against the exchange
operator since the deal was announced on Thursday. An individual
shareholder, Samuel Cohen, filed a proposed class action in
Delaware Chancery Court on Friday that also seeks to prevent the
buyout from going forward.
Under the deal, NYSE Euronext, which operates the New York
Stock Exchange, will sell itself to Atlanta-based ICE. The
stock-and-cash deal is expected to close in the second half of
At $33.12 per share, the deal represents a 28 percent
premium over NYSE Euronext's closing price last Wednesday.
In court papers, the New Jersey pension fund said the deal
was based on a "hopelessly flawed process" that would favor NYSE
Euronext Chief Executive Duncan Niederauer and several members
of its board of directors.
The sale was "designed to ensure the sale of NYSE Euronext
to ICE on terms preferential to ICE and designed to benefit NYSE
Euronext's insiders," the pension fund said.
A spokesman for NYSE Euronext declined to comment. A
spokeswoman for ICE, which is also named as a defendant in the
lawsuit, did not return a call seeking comment.
The lawsuit also names as defendants Niederauer, NYSE
Euronext Chairman Jan-Michiel Hessels, and other executives and
The cases are New Jersey Carpenters Pension Fund et al. v.
NYSE Euronext et al., Supreme Court of the State of New York,
No. 654496/2012, and Cohen v. NYSE Euronext et al, Delaware
Court of Chancery, No. 8136.
(Reporting By Nick Brown; Editing by Martha Graybow, Andrew Hay
and Bob Burgdorfer)