A Curse for the Winner of NYSE Euronext?

We believe that NYSE Euronext shareholders would be the ultimate beneficiaries of a bidding war, with the acquirer possibly saddled with a winner's curse

Michael Wong, CPA 7 April, 2011 | 2:56PM
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NASDAQ OMX Group (NDAQ) and IntercontinentalExchange (ICE) have made a bid to acquire NYSE Euronext (NYX) for $42.50 per share in cash and stock. Consideration will be in the form of $14.24 cash, 0.4069 NASDAQ OMX shares, and 0.1436 IntercontinentalExchange shares for each share of NYSE Euronext. The total announced acquisition price is $11.3 billion, 19% higher than the proposed merger price of Deutsche Boerse (DB1) for NYSE Euronext. At the moment, we are maintaining our fair value estimate for NASDAQ OMX, IntercontinentalExchange, and Deutsche Boerse. We are likely to moderately increase our fair value estimate for NYSE Euronext.

In the proposed acquisition, NYSE Euronext's business would be split between NASDAQ OMX and IntercontinentalExchange. NASDAQ OMX would be acquiring NYSE Euronext's US cash equities, European cash equities, US options, listings, data, and technology businesses for approximately $7 billion. This price includes $2 billion from the assumption of NYSE Euronext's debt. IntercontinentalExchange would be acquiring NYSE Euronext's European futures, US futures, over-the-counter derivatives, and clearing businesses for approximately $6.3 billion.

The NASDAQ OMX-IntercontinentalExchange joint bid for NYSE Euronext is expected to come with $740 million of annual expense and revenue synergies. This is compared to $533 million of estimated synergies between Deutsche Boerse and NYSE Euronext. It makes sense that NASDAQ and ICE are willing to bid more, as they estimate higher merger synergies. NASDAQ OMX should be able to realise significantly more expense synergies than Deutsche Boerse due to overlaps in technology and products in the US. That said, we aren't sure if the $207 million difference in synergies fully justifies the additional premium between Deutsche Boerse's implied merger price and NASDAQ and ICE's offer.

Perceived strategic benefits could close some of the price gap though. NASDAQ OMX would have a stronger position in the US equity, US option, and European equity industries with a higher overall market share that deepens the company's liquidity pool and unifies its technology platforms to ease trading for clients. We don't foresee significant antitrust concerns for the company's trading businesses, as the industry is currently quite competitive and will remain so after the merger. The US listings segment is where we have more antitrust concerns. That said, many countries have listings consolidated under one exchange group, and exchanges compete on a global basis for listings. Therefore, having the US listings business concentrated under one roof isn't without precedent and may help create a stronger US competitor for global listings. Another player may also be entering the US listings industry with BATS Global Markets' stated intention to list stocks by the end of 2011.

IntercontinentalExchange will be able to diversify its revenue stream with a higher proportion of equity and interest-rate futures, decreasing the company's reliance on energy products. While NYSE Euronext has an established business for interest-rate futures in Europe, it has a small futures exchange in the US with an interesting cross-margining value proposition that may be leveraged to break into the US interest-rate futures business that CME Group (CME) dominates.

We do not rule out the possibility of a bidding war for NYSE Euronext. Deutsche Boerse is one of the most profitable exchanges and has a strong balance sheet. That said, the company would have to be willing to fall under its interest coverage ratio target of at least 16 if it wants to add a cash component to its offer. The company could also increase the proposed NYSE Euronext share conversion ratio for the combined company's stock to align it more with NYSE Euronext's currently higher market capitalisation.

There also could be a little more dry powder on the NASDAQ OMX-IntercontinentalExchange side. NASDAQ is a bit extended after it took on additional debt in 2010 for a share repurchase. Overall, we believe the repurchase was beneficial to NASDAQ OMX shareholders, but left the company with less strategic flexibility--especially if the company wants to maintain an investment grade credit rating. NASDAQ could offer more shares if it wants to sweeten the deal. IntercontinentalExchange has more flexibility and could take on more debt to increase the cash component of the offer or issue equity.

Overall, we believe that NYSE Euronext shareholders would be the ultimate beneficiaries of a bidding war, with the acquirer possibly saddled with a winner's curse.

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Michael Wong, CPA  Michael Wong is a stock analyst at Morningstar.

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