) --

Nasdaq OMX Group




(ICE) - Get Intercontinental Exchange, Inc. (ICE) Report

aren't giving up their fight to merge with

NYSE Euronext



The exchange operators disclosed an

open letter to NYSE Euronext shareholders

on Tuesday, detailing what they contend is the "strategically and financially superior nature" of their proposal to that of the New York Stock Exchange operator's existing deal with Germany's Deutsche Boerse, and asking that shareholders urge the NYSE's board to meet with Nasdaq OMX and IntercontinentalExchange to discuss the deal.

"NYSE Euronext's management and Board continue to deny that the NASDAQ OMX/ICE proposal is superior to the existing Deutsche Boerse agreement or that they have a fiduciary duty to review the proposal," the

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letter begins

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

The move to appeal to shareholders follows the decision of NYSE Euronext's board to unanimously reaffirm their rejection of the joint Nasdaq/IntercontinentalExchange bid on April 21. The Nasdaq/IntercontinentalExchange bid valued NYSE Euronext shares at $42.50 each in cash and stock, or $11.3 billion, as of April 1 when it was initially announced.

The deal between Deutsche Boerse and NYSE Euronext, which was struck in mid-February, is structured as a merger of equals and values NYSE Euronext shares at less than $40 each.

NYSE Euronext's board has said the Nasdaq/IntercontinentalExchange offer has too many conditions and could result in a layoffs, using these contentions as the basis for its rejection of the deal, and the shareholder letter looks to combat these perceptions.

"We have offered mutual due diligence, and appropriate safeguards so that no competitive risks are posed to NYSE Euronext," the letter states. "Our reverse break-up fee is a significant improvement on the Deutsche Boerse agreement and alongside committed financing, with no conditions, addresses the key concerns of the NYSE Board."

Nasdaq OMX and IntercontinentalExchange are seeking to meet with the NYSE board and start a mutual due diligence process.

"Taking this small step would create no commitment and would reassure NYSE Euronext's stockholders that a thorough review process has been undertaken," the letter reads, adding later: "Ask your Board to reconsider their refusal to engage on our superior proposal."

Shares of Nasdaq OMX closed Tuesday's regular session up a nickel at $27.28, while IntercontinentalExchange's stock finished at $122.37, rising 37 cents, and NYSE Euronext shares settled at $39.29, up 1.4%.


Written by Michael Baron in New York.

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Michael Baron


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