NASDAQ OMX Group and IntercontinentalExchange Respond to NYSE Euronext's Board's Continued Rejection of NASDAQ OMX/ICE Superior Proposal

NASDAQ OMX NDAQ and IntercontinentalExchange ICE today issued the following statement in response to the NYSE Euronext NYX Board's continued refusal to discuss NASDAQ OMX/ICE's superior offer with NASDAQ OMX and ICE, despite a premium of 15%, or $1.4 billion, over the value offered under the existing agreement with Deutsche Boerse, as of April 20, 2011. Not only does this represent a significantly higher valuation for NYSE Euronext's shareholders, but a significant portion of the offer is in shares of two best-in-class exchanges with proven records of creating long term value for their shareholders. NASDAQ OMX and ICE have directly met each of the specific concerns initially raised by NYSE Euronext's Board and their response is now vague generalities unsupported by the actual facts. The NASDAQ OMX/ICE proposed transaction is financially and strategically superior to the proposed transaction with Deutsche Boerse. Furthermore, NYSE Euronext's agreement with Deutsche Boerse expressly permits NYSE Euronext to consider superior proposals and allow third-parties to conduct due diligence in these circumstances. NASDAQ OMX and ICE call on the NYSE Euronext Board of Directors to meet with them to better understand the proposal and provide them with limited due diligence under appropriate safeguards so that no competitive risks are posed to NYSE Euronext. NASDAQ OMX and ICE are also willing to provide mutual diligence to NYSE Euronext. Taking this small step would create no commitment and can only benefit stockholders. Robert Greifeld, Chief Executive Officer of NASDAQ OMX, said, "Discussing this with us would provide only upside for the NYSE shareholders. We have worked diligently to put a strong proposal before their Board. Continually refusing to engage is starting to appear as if they are protecting their deal rather than acting in the best interest of their shareholders. We will not be deterred by the Board's attempts to protect an inferior transaction." Jeffrey C. Sprecher, Chairman and Chief Executive Officer of ICE, said, "We have approached this proposed transaction from a thoughtful strategic perspective with a premium offer that reflects our strong commitment to consummating our transaction and to create a better market structure for market participants. As a leading global futures exchange operator, ICE will strengthen competition in European derivatives, while NASDAQ OMX works with regulators to rebuild a cohesive U.S. market structure and confidence in the cash equities markets. We do not understand why the NYSE Euronext Board continues to protect the lower-premium Deutsche Boerse takeover, despite urging from its shareholders that they consider our transaction. There is no risk in engaging with us to ensure that the best interests of NYSE Euronext shareholders and markets are served."