8-KEarnings & ResultsOther EventsExhibits & Filings

NASDAQ, INC. 8-K Report, Financial Results (Apr 1, 2011)

Filed April 1, 2011For Securities:NDAQ

Summary

On April 1, 2011, The NASDAQ OMX Group, Inc. (NASDAQ OMX) filed an 8-K report to disclose a significant development: a joint proposal with IntercontinentalExchange, Inc. (ICE) to acquire NYSE Euronext. This strategic move, if successful, would involve a significant restructuring of the combined entity, with NASDAQ OMX retaining certain assets and ICE acquiring others, including NYSE Euronext's derivatives business. The filing also briefly mentioned that NASDAQ OMX expects record non-GAAP earnings for the first quarter of 2011, providing a positive operational update amidst this major acquisition proposal. Investors should note that this is a proposal, and its consummation is subject to numerous conditions, including regulatory approvals and the negotiation of definitive agreements, with no assurance of completion.

Key Highlights

  • 1NASDAQ OMX and IntercontinentalExchange jointly proposed to acquire NYSE Euronext.
  • 2The proposed acquisition would be a split transaction: NASDAQ OMX would acquire the remaining NYSE Euronext assets, while ICE would acquire its derivatives business.
  • 3NASDAQ OMX's contribution to the proposal includes $2.121 billion in cash and 0.4069 shares of its common stock per NYSE Euronext share, plus assumption of $2.074 billion in debt.
  • 4IntercontinentalExchange's contribution includes $1.650 billion in cash and 0.1436 shares of its common stock per NYSE Euronext share.
  • 5NASDAQ OMX anticipates record non-GAAP earnings for Q1 2011.
  • 6The parties have agreed to work exclusively with each other to pursue the proposal and not solicit alternative offers.
  • 7The filing includes a disclaimer that there is no assurance the proposed transaction will be consummated.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that NASDAQ OMX Group and IntercontinentalExchange have submitted a joint proposal to acquire NYSE Euronext, outlining the proposed structure and financial contributions of each party. It also includes a brief positive note on NASDAQ OMX's expected Q1 2011 non-GAAP earnings.

The proposed deal involves a split acquisition. NASDAQ OMX would acquire the main NYSE Euronext assets and liabilities (excluding the derivatives business), while IntercontinentalExchange would acquire NYSE Euronext's derivatives business and certain other entities and assets.

NASDAQ OMX would contribute $2.121 billion in cash and 0.4069 shares of its common stock for each share of NYSE Euronext common stock. Additionally, NASDAQ OMX would assume $2.074 billion of NYSE Euronext's debt related to the assets it retains.

No, there is no guarantee. The filing explicitly states that there can be no assurance that any of the transactions contemplated by the Proposal will be consummated, that a definitive agreement will be reached, or as to the timing or terms of any such agreement.