Nasdaq, ICE Urge NYSE Shareholders to Back Talks

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Nasdaq OMX Group and IntercontinentalExchange Inc called on NYSE Euronext stockholders to ask the company's directors to start talks on its bid, which it said is superior.

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The open letter to NYSE shareholders on Tuesday is the latest salvo in Nasdaq and ICE's effort to win support for their takeover of the operator of the Big Board, which Nasdaq says would reduce market fragmentation without boosting costs.

NYSE Euronext directors last Thursday rejected a sweetened takeover offer from Nasdaq and ICE, preferring to stick by their earlier agreement with Deutsche Boerse AG for a friendly takeover. NYSE directors have not met with the CEOs of ICE or Nasdaq, who say their proposal is superior both financially and strategically.

"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?'," Nasdaq CEO Bob Greifeld and ICE CEO Jeffrey Sprecher said in the open letter.

"Simply put, your Board is ignoring corporate governance best practices and the market reality of the situation."

A U.S. anti-trust review is already well underway, the letter said.

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NYSE stockholders should call on their directors to meet with Nasdaq and ICE CEOs to address concerns and start mutual due diligence, they said. Such a meeting poses "no downside risk and only upside for stockholders," they said.

Earlier on Tuesday, Nasdaq said it would cut fees for New York Stock Exchange-listed companies if its bid for NYSE Euronext succeeded.

Nasdaq would lower the maximum fee cap paid by NYSE-listed companies to $450,000, from $500,000 currently, "resulting in immediate savings to many NYSE companies," it said in a letter filed with the Securities and Exchange Commission.

Nasdaq-listed companies would see their fees unchanged, it said in a separate letter.

NYSE directors say the Nasdaq deal would be too risky and would be less valuable in the long term.

NYSE shareholders vote on directors on Thursday.