ICE makes $9.9b bid for Chicago exchange
CHICAGO (AP) — Electronic futures market IntercontinentalExchange Inc. made a surprise $9.9 billion all-stock bid yesterday for the Chicago Board of Trade’s parent company, topping the $8 billion offer that CBOT Holdings Inc. had already agreed to with its cross-town competitor.The unsolicited bid sets up a potential bidding war with Chicago Mercantile Exchange Holdings Inc., which agreed to buy its century-long rival last October. Investors pushed CBOT shares up by as much as 16 percent to a new all-time high.
CBOT and CME both had no immediate response to the offer, which would create a derivatives powerhouse with about a third of the US market in commodities trading. It comes less than three weeks before CBOT shareholders are scheduled to vote April 4 on the CME deal.
ICE said the combined global futures and over-the-counter derivatives marketplace would be headquartered in Chicago.
Jeffrey Sprecher, chairman and CEO of Atlanta-based ICE, said he had spoken to CBOT executives about the offer but had no idea if it would be accepted.
“Hopefully they will see the superior nature of our proposal,” Sprecher said on a conference call. “A billion dollars in market value above the previous transaction, just on price alone, is superior.”
Asked if the company would pursue a hostile takeover if the bid is rejected, he said: “We’ll just have to wait and see.”
He said ICE is prepared to include cash in the deal, if requested.
Several analysts suggested that the Mercantile Exchange’s parent may still prevail, especially if it sweetens its bid.
“CME has significantly more power to outbid ICE,” said Richard Herr, an analyst with Keefe, Bruyette & Woods. “It’s just a matter of how much or how quick CME wants to raise its offer to make sure its deal goes through.”
Under terms of the deal, ICE would issue 1.42 shares for each CBOT Class A common share.
That would be worth $187.34 each based on ICE’s closing stock price on Wednesday, nearly an 11 percent premium to the current value of the pending CME/CBOT transaction.
But the value of the offer declined somewhat as investors drove down ICE’s stock price in the wake of the announcement. Shares of CBOT were up $21.62, or 13 percent, to $187.71 in midday trading on the New York Stock Exchange, while ICE fell $4.88, or 3.7 percent, to $127.05.
CME has gone far beyond its trademark livestock contracts to become the world’s largest derivatives exchange, while CBOT is the main US bond market. The Department of Justice is reviewing their proposed deal.
Sprecher said ICE has firsthand knowledge that the Justice Department has questions about the CME-proposed deal.
“Our ability to do a much cleaner transaction should (also) be superior,” he said.
Combining CBOT and ICE would bring $240 million in annual synergies, Sprecher said.
ICE operates an electronic energy marketplace and owns London’s International Petroleum Exchange where Brent crude contracts are traded. It acquired the New York Board of Trade earlier this year.
ICE said CBOT shareholders would own about 51.5 percent of the combined company, and promises to commit to the same terms as the CME offer regarding CBOT’s open auction markets. ICE also said it will expand CBOT’s metals complex.
ICE said it believes the deal between the two companies could be completed in the third quarter and said it doesn’t see significant antitrust or other regulatory risks. It forecast that such a deal would add to cash earnings per share within 18 months of closing.On the Net:
www.theice.com
www.cbot.com
