纽交所的未来：股东抉择两难
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看来没有什么能阻挡纽交所(New York Stock Exchange)与德意志交易所(Deutsche Bourse)合并的计划——即便有人愿意出更高的价格。上周，纽交所董事会明确否决与纳斯达克（Nasdaq）、洲际交易所(InterContinental Exchange)联手的提议，等于是在其位于纽约市中心的交易厅内竖起了“已售”牌。 现在，阻止纽交所与德意志交易所合并的唯一希望只能来自纽交所的股东们，股东们已开始质疑纽交所在这个问题上的毫不妥协。 本来这看来也会是一宗不错的买卖。在具有219年历史的纽交所同意以100亿美元售予德意志交易所后，纳斯达克和洲际交易所半路杀出，给出了高出19%的收购价。但纽交所不予理会，拒绝向纳斯达克财团开放账目，断然回绝了收购要约。 一般情况下董事会都必须接受高出价，遵循所谓的“露华浓规则”，这项规则要求董事会在收购战中接受最高出价。但纽交所与德意志交易所达成的交易是合并，而非出售。因此，即便德意志交易所在合并后的公司中将拥有60%的控股权，但这宗交易被归为“对等战略合并”，而非收购。这意味着董事会无需要求德意志交易所上调报价，就可否决纳斯达克/洲际交易所的出价。 至此，纳斯达克财团合乎逻辑的下一步举动将是寻求恶意收购，努力让一些友好的董事会成员进入纽交所董事会——在纽交所的年度股东大会上提交自己的董事名单，让股东们投票， 令一场常规会议充满变数。但纳斯达克已错过了在纽交所年度股东大会上提出董事名单的最后期限，本次年度股东大会将于本月底召开。纽交所的股东们也没有能力召开特别股东大会来选举董事会成员。这意味着纳斯达克和洲际交易所将必须等到明年的年度股东大会才能试图赶走纽交所的一些董事会成员——到时候可就太晚了，于事无补。 据了解情况的一位人士透露，虽然此役艰难，但纳斯达克和洲际交易所看来决心推进此项交易。毕竟，纽交所只有一个，错过了就没了。战场将转到纽交所大股东的办公室里，双方都将努力拉票。纽交所的股东们将于6月份对合并交易投票，因此双方都有几个月的时间可争取支持者。只要有简单多数票即可批准交易，因此纽交所需要就为何股东们应接受一个较低的价格做出完美的解释。 权衡报价 与德意志交易所合并，能使纽交所将业务重心从传统的股票交易和上市业务更多地转向衍生品交易，后者被视为交易所领域的最后一个前沿。合并后的公司将在欧洲衍生品交易中具有实质性垄断地位，业务利润率远高于美国股票交易。 另一方面，纳斯达克/洲际交易所的交易提议事实上将把纽交所分拆为两部分，由洲际交易所获得纽交所美国衍生品业务，而纳斯达克获得股票和上市业务。交易完成后，纳斯达克将事实上完全控制美国的上市业务，这也是一项高利润率业务。 纽交所宣称，立即否决纳斯达克出价的一个原因是反垄断担忧。但不是所有人都相信这种说法。“股票交易目前竞争极为激烈，我认为没有人能证明此交易涉嫌垄断，” Tabb Group的分析师亚当•苏斯曼表示。而且，与德意志交易所的合并也并非全无垄断之虞。欧洲监管部门可能会要求公司出售有价值的资产，降低在高毛利衍生品市场的份额后，才会核准交易。因此，股东们需要做出决断，一旦监管部门介入，哪宗交易才最有机会实现价值。 以首席执行长邓肯•尼德奥尔为首的纽交所管理层有很强的动力来推动与德意志交易所的合并。尼德奥尔将在合并后的公司中继续担任要职，并可能会在某个时候成为掌门人。而如果接受纳斯达克的收购要约，尼德奥尔和他的团队几乎肯定会被赶出门。虽然补偿金不低——高管们离开能获得9,500万美元的补偿。拥戴现有管理团队的股东们会倾向于与德意志银行合并，而那些对此不怎么在意的股东们将倾向于被纳斯达克/洲际交易所收购。 但最重要的可能还是股东究竟是长期持有，还是短线持有。笃信衍生品交易未来将大行其道的长期持有者可能会支持与德意志银行合并。而那些希望捞一把就走的投资者将支持与纳斯达克/洲际交易所交易。 虽然德意志银行已表示不会抬高出价，但可能不得不自食其言，未来几周或调高出价，以便赢得一些大型机构股东。第一次摊牌将是4月28日的纽交所年度股东大会。如果股东们纷纷出言反对，董事会的决心可能会有所动摇，迫使他们重新审视纳斯达克的出价或敦促德国伙伴抬高些价码。 |
There seems to be little stopping the New York Stock Exchange in going ahead with its planned merger with Deutsche Bourse -- not even the promise of more money. The NYSE board's unequivocal rejection this week of an alternate ties up with the Nasdaq and the InterContinental Exchange has put a virtual "SOLD" sign on the exchange floor in downtown New York. The only hope in blocking this merger now would have to come from the NYSE shareholders, who have just now started to raise concerns about the NYSE's intransigence on the matter. It seems like it would have been an easy sell. Rival exchanges Nasdaq and ICE came together to bid for the NYSE after the 219-year-old exchange agreed to be sold to Deutsche Bourse for $10 billion. The Nasdaq and ICE offered a hefty 19% premium. But the NYSE was not having it. It refused to open its books to the Nasdaq consortium and rejected its offer outright. Under normal circumstances, the board would be forced to take the higher offer, evoking the board's so-called "Revlon duties," which require it to accept the highest bidder in any takeover fight. But the Deutsche Bourse deal has been structured in a way that makes it a merger as opposed to a sale. So even though the Deutsche Bourse would have a 60% controlling stake in the combined company, the deal has been classified as a "strategic merger of equals" and not a takeover. That means the board could reject the Nasdaq/ICE bid without requiring Deutsche Bourse to raise its offer. The next logical step for the Nasdaq (NDAQ) group at this point would be to go hostile and try to get some friendly board members elected to the NYSE's board. It would run a slate of its own board members at the NYSE's (NYX) annual meeting and let the shareholders vote, raising the drama at what is usually a very routine meeting. But the Nasdaq missed the deadline to put up its own slate of directors at the annual meeting, which is scheduled for the end of this month. NYSE shareholders also lack the ability to call special meetings for board members. That means that the Nasdaq and ICE would have to wait until next year's annual meeting to try and oust some of the NYSE's board members -- way too late to make any difference. Despite the uphill battle, the Nasdaq and ICE appear committed to pushing forward with this deal, according to a person with knowledge of the situation. After all, there is only one NYSE, so this is literally a chance of a lifetime. The battleground would now take place in the offices of the NYSE's largest shareholders, with both sides jockeying for votes. The shareholders will vote on the merger in June, giving both sides just a couple of months to rally their supporters. Only a simple majority is needed, so the NYSE will need to make an airtight case in explaining why shareholders should take a lower price. Weighing the offers The Deutsche Bourse deal would move the company away from its traditional equity trading and listings business and focus more on derivatives trading, which is seen as the last frontier in the exchange space. The combined company would hold a virtual monopoly in European derivatives trading, which is a much higher margin business than equity trading in the US. On the flip side, the Nasdaq/ICE deal would effectively split the NYSE into two parts, with ICE taking the NYSE's US derivatives unit and the Nasdaq taking its equity unit and listings business. That deal would see the Nasdaq in control of virtually all US listings, which is also a high margin business. The NYSE claimed that one of the reasons why it rejected the Nasdaq bid out of hand was due to antitrust concerns. But not everyone is buying that argument. "In equity trading there is so much competition out there that I don't think there is anyone who can argue antitrust concerns on that front," says Adam Sussman, an analyst at the Tabb Group. And the Deutsche Bourse deal is not exactly risk-free on the antitrust front, either. European regulators could force the company to sell off valuable assets and decrease its exposure to the lucrative derivatives space in order to approve the deal. Shareholders will therefore need to make a bet on which deal has the best chance of reaping value once the regulators have their say. The NYSE management team, lead by chief executive Duncan Niederauer, has a strong incentive to push for the Deutsche Bourse deal. He would retain a big role in the combined company and could have the chance to lead it at some point. Under a deal with Nasdaq, Niederauer and his lieutenants would almost certainly be shown the door. Although not poor -- the top execs could walk away with $95 million. Shareholders that like the current management team would be more inclined to vote for the Deutsche Bourse deal, while those who are more lukewarm on it would lean toward the Nasdaq/ICE deal. But the biggest factor will probably be whether the shareholders are long-term or short-term holders of the stock. Those that are long-term holders and who buy into the idea that derivatives are the future, will probably support the Deutsche Bourse deal. Those that want to grab the money and run will side with the Nasdaq/ICE deal. Although the Deutsche Bourse has said it will not raise its price, it may have to eat its words and do so anyway in the next few weeks in order to win over some large institutional shareholders. The first showdown will be on April 28th when shareholders meet up for the NYSE's annual meeting. A rowdy reception for the board could shake its resolve, forcing them to either take another look at the Nasdaq offer or push its new German partners to pony up some more dough. |
