Why NYSE Shareholders Will Probably Spurn Nasdaq

Much to the chagrin of those who are loathe to see the New York Stock Exchange fall into foreign ownership, NYSE Euronext shareholders are more likely to accept Deutsche Boerse's offer rather than Nasdaq OMX and InterContinental Exchange's rival bid.

According to Dealbook's Steven Davidoff , rather than deal with the antitrust uncertainties that a merger with Nasdaq OMX would bring, Deutsche Boerse's offer is far more attractive even though it's worth $350 million less.

From Dealbook:

NYSE Euronext can put the deal to a vote by the summer and thereafter shareholders are locked into a deal with Deutsche Boerse. There is no chance Nasdaq will obtain antitrust clearance before then.

NYSE can thus force the issue. It is likely to avoid reaching any deal with Nasdaq until there is a vote on the Deutsche Börse combination, by citing the antitrust risk and demanding an enormous antitrust breakup fee, bigger than the $350 million Nasdaq offered. The goal is to avoid reaching a deal.

NYSE Euronext shareholders will have to choose between the certainty of a Deutsche Börse bid and the uncertainty of Nasdaq's ability to obtain antitrust clearance. Nasdaq could raise its offer, but without antitrust approval it is still quite risky.