The Work

April 1, 2011 3:38 PM

Shearman, S&C Advising Nasdaq/ICE Bid for NYSE Euronext

Posted by Tom Huddleston Jr.

Nasdaq OMX and the Intercontinental Exchange (ICE) announced today that they teamed up to acquire NYSE Euronext in a cash and stock deal worth about $11.3 billion, or $42.50 a share.

The announcement comes more than a month after German exchange Deutsche Börse agreed to purchase the New York Stock Exchange's parent for $10 billion in a deal that is still awaiting shareholder and regulatory approval.

Under today's proposal, NYSE stockholders would receive $14.24 in cash and the remainder in Nasdaq and ICE stock. Under the stock-swap agreement with Börse, NYSE shareholders would own 40 percent of the combined company, with Börse shareholders controlling 60 percent. Nasdaq and ICE said their offer represents a 19 percent premium over the Börse bid, based on the German exchange's March 31 closing price.

Landing the legal work: Shearman & Sterling, for Nasdaq, and Sullivan & Cromwell, for ICE.

Shearman's team is led by New York M&A partner John Marzulli, who is joined by M&A partners Stephen Besen and Robert Katz. The New York team also included antitrust partner Wayne Dale Collins, regulatory partner Russell Sacks, tax partner Laurence Bambino, finance partners Steven Sherman and Joshua Thompson, and compensation partner Doreen Lilienfeld. Dusseldorf-based capital markets partners Hans Diekmann and Marco Sustmann also are advising.

ICE is being advised by Sullivan & Cromwell senior chairman H. Rodgin Cohen, New York M&A partner John Evangelakos, and senior M&A associate Ken Myers. (The team will expand going forward, according to spokesman Joseph Abrenica.) Evangelakos also advised ICE on its 2008 acquisition of Creditex Group Inc., for $625 million.

Edward Knight, a former partner at Akin, Gump, Strauss, Hauer and Feld, is general counsel and chief regulatory officer for Nasdaq. Former McKenna, Long & Aldridge partner Johnathan Short is the top in-house lawyer for ICE.

As we previously reported, four firms are advising NYSE. A Wachtell, Lipton, Rosen & Katz team led by corporate partners David Karp and David Lam is lead legal adviser to the exchange. Cleary Gottlieb Steen & Hamilton is European Union antitrust counsel to NYSE, while Amsterdam-based Stibbe is providing Dutch legal counsel. M&A, tax, and antitrust partners at Milbank, Tweed, Hadley & McCloy also are advising. NYSE general counsel, and former Milbank partner, John Halvey is the top in-house lawyer for the exchange.

The New York Times reported in February that Nasdaq and ICE could potentially join together to make a run at NYSE. The Big Board operator's deal with Börse faces a long road to regulatory approvals amid antitrust concerns. The Times also called Nasdaq "the market operator left most vulnerable by the NYSE Euronext deal [with Börse], given its smaller size and international footprint."

Should the Nasdaq and ICE bid win, there is a breakup fee of $340 million attached to the agreement between NYSE and Börse, the Times reports.  


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