Nasdaq OMX and Intercontinental Exchange have promised to pay a $350m (£215m) fee to NYSE Euronext if regulators knock down their takeover offer, in a bid to get NYSE to start deal talks.
Nasdaq and ICE also said they had secured committed financing from banks to back their $11.1bn bid for NYSE, and expected US antitrust regulators to start a review of their bid soon. A merged Nasdaq and NYSE would have a virtual stranglehold on US stock listings.
The announcement was designed to address two key concerns raised by NYSE's board: antitrust risk and strategic fit. NYSE had unanimously rejected Nasdaq and ICE's bid in favor of a $9.8bn deal with Germany's Deutsche Boerse.
NYSE said it will review the revised bid submitted by Nasdaq and ICE. But the $350m reverse breakup fee offered by Nasdaq and ICE falls far short of the $1bn or more that sources have said NYSE would likely want.
"I don't know that it moves the needle," said Patrick O'Shaughnessy, an equity research analyst with Raymond James. "The only real change to deal terms is the breakup fee, and I am not sure that it is large enough to sway the NYSE board."
Another analyst said the breakup fee "incrementally communicates" Nasdaq and ICE's belief that their deal would pass regulatory muster.
The fee is about the same as the €250m that NYSE would have to pay Deutsche Boerse if it opts to go with the Nasdaq bid.
City A.M. Reporter