Published December 24, 2012
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 Monday 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 the sale.
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 2013.
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 board members.
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.