Are NYSE Euronext shareholders displeased that the company's Board of Directors chose not to, at least, meet with Nasdaq and ICE?   Are they ignoring their fiduciary obligations to shareholder?

That's the opinion of ICE Chairman and CEO Jeffrey Sprecher, who expects shareholders to "make their displeasure known to the board" at the upcoming NYSE annual shareholder meeting - scheduled for April 28th.  In the meantime, both sides hold private discussions with these shareholders.

        Some Differences Between the Competing Bids.   First and possibly foremost, the deal between NYSE Euronext and Deutsche Borse is a merger, and not a sale.  That, could give company's board a legal justification to reject a higher offer, analysts say.  But those points may become moot if Nasdaq or ICE is successful in convincing NYSE shareholders to become directly involved through a proxy vote or a tender offer, said Sandler O'Neill analyst Richard Repetto. 

Yet, the higher offer comes with its own risks for shareholders, such as the lack of a large break-up fee that would be paid to NYSE shareholders in case the deal does not go through.  Another is the regulatory hurdle of combining virtually all U.S. stock listing under one roof.  And, there the issue of further job losses in the financial services industry.  The other key issue for shareholders is the use of debt to finance the deal - Nasdaq would borrow up to $3.8 billion as part of its offer, a risk that some analysts said could prompt ratings agencies to downgrade the company. 

Part of the problem for a shareholder is that while you would like a larger bid, do you turn down the bird in the hand for a bird with very big conditions associated with them?   The anti-trust problem is immense and unprecedented.  You never saw General Motors and Ford merge."   -- John Coffee, Columbia Law Professor.

        Anticipating Tomorrow's Markets.  The moves come as the future of the global financial markets are changing rapidly. Technology has driven down the costs of trading, and newer companies like BATS Exchange and Direct Edge have taken away business from established players like NYSE and Nasdaq.  While this has led to cheaper fees and better trade execution for lay investors, it has forced exchange companies to look for deals to ensure their survival.  The proposed merger of Deutsche Boerse and NYSE Euronext would create the world's largest stock exchange operator.  The rival bid from Nasdaq and ICE would split NYSE into two companies, with ICE taking on its lucrative derivatives business and Nasdaq taking its remaining businesses, which includes stock exchanges in Paris, Brussels, Amsterdam and Lisbon, as well as its U.S. options business.   [WSJournal, 4/11]