NASDAQ OMX to Acquire eSpeed Platform for Trading of U.S. Treasuries
Transaction Drives Diversification and Strong Entry Point into the Electronic
Fixed Income Business
Expected to be Accretive to EPS Within 12 Months, Excluding
Transaction-Related Costs, and Generate Attractive Returns on Capital
NEW YORK, April 1, 2013 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc.
(Nasdaq:NDAQ) today announced it has entered into an agreement with BGC
Partners, Inc. to acquire the eSpeed platform for a purchase price of $750
million in cash plus certain contingent issuances of stock that approximate
certain tax benefits to NASDAQ OMX. eSpeed operates a fully executable central
limit order book for electronic trading in U.S. Treasuries, which will give
NASDAQ OMX a strong entry point in the electronic fixed income business – one
of the largest and most liquid cash markets in the world. The transaction is
expected to be accretive to earnings within the first twelve months after
closing, excluding transaction-related costs, and to generate attractive
returns on capital.
"We are building a diverse, customer-centric portfolio of corporate, trading,
technology and information solutions," said Bob Greifeld, Chief Executive
Officer, NASDAQ OMX. "We view the eSpeed platform as a compelling extension of
NASDAQ OMX's strategic direction as eSpeed is a major player in the U.S.
Treasury market, has derivative-industry margins, 70 percent of its revenue is
derived from fixed contracts and it has a long-standing presence on trading
desks around the world. The acquisition furthers our stated diversification
strategy, and strengthens our commitment to deliver significant value to
Upon completion of the transaction, the eSpeed platform will be a part of the
NASDAQ OMX Transaction Services business, which offers marketplaces in
equities, derivatives, exchange traded products and commodities. NASDAQ OMX
Transaction Services provides the financial services community with trading
platforms, market quality programs and solutions that reduce operational costs
for a wide range of market participants with diverse investment strategies,
time horizons and risk tolerance.
"NASDAQ OMX is committed to offering our customers direct access to
differentiated financial services platforms from an independent provider,"
said Eric Noll, Executive Vice President, Transaction Services U.S. and U.K.,
NASDAQ OMX. "U.S. Treasuries represent a significant opportunity to expand
NASDAQ OMX's trading business into a sizable new asset class that will provide
our customers with access to a variety of instruments to better meet their
Market Expansion and Diversification
NASDAQ OMX expects U.S. Treasury volumes – already one of the largest markets
in the world with over $500 billion in daily trading volume – to increase, as
core drivers gain momentum and economic headwinds subside. Positive market
trends such as the stability in the issuance of new Treasuries, the continued
electronification of the U.S. Treasury market and the resolution of fiscal
uncertainty will drive volume growth. In addition, government intervention
through quantitative easing and other market operations has artificially
depressed the natural volatility in the U.S. Treasury market. eSpeed is well
positioned, through the independent ownership of NASDAQ OMX, to benefit from
the normalization of the U.S. government bond market and the cyclical drivers
At the same time, the acquisition diversifies NASDAQ OMX Transaction Services
and allows the Company to maximize new opportunities in the trading of fixed
income securities around the globe. NASDAQ OMX expects to utilize the
acquisition of eSpeed to trade additional fixed income products, offering
customers increased access to a greater variety of trading instruments.
Proposed Acquisition Details
Under the terms of the acquisition, NASDAQ OMX has entered into an agreement
to acquire the eSpeed benchmark, on-the-run platform from BGC Partners, Inc.
for a purchase price of $750 million in cash plus certain contingent issuances
of NASDAQ OMX stock over 15 years that approximate certain tax benefits to
NASDAQ OMX associated with the transaction. Based on the current stock price,
NASDAQ OMX expects to issue approximately one million shares annually over 15
years. Committed bridge financing is in place and the Company expects to fund
the cash purchase price with cash on hand and in the long-term debt markets.
In line with NASDAQ OMX's acquisition strategy, the transaction is expected to
be accretive to earnings within the first twelve months after closing,
excluding transaction related costs, and to generate attractive returns on
capital. NASDAQ OMX expects the transaction to close in mid- 2013, subject to
receipt of regulatory approvals.
NASDAQ OMX will hold an investor conference call today at 5:00 p.m. Eastern
Time.Bob Greifeld, Lee Shavel and Eric Noll will be available for questions
from shareholders following prepared remarks via the following telephone
Telephone: (877) 645-6210 (U.S.)
(914) 495-8566 (International)
Conference ID: 31542605
All participants can access the conference via Internet webcast through the
NASDAQ OMX Investor Relations website at http://ir.nasdaqomx.com/events.cfm.
An audio replay of the conference will be available after the call on the
NASDAQ OMX Investor Relations website at http://ir.nasdaqomx.com/events.cfm or
by dialing (855) 859-2056 (U.S.) or (404) 537-3406 (International); Passcode:
Deutsche Bank is acting as financial advisor to NASDAQ OMX.
About NASDAQ OMX:
The inventor of the electronic exchange, The NASDAQ OMX Group, Inc., fuels
economies and provides transformative technologies for the entire lifecycle of
a trade - from risk management to trade to surveillance to clearing. In the
U.S. and Europe, we own and operate 24 markets, 3 clearinghouses and 5 central
securities depositories supporting equities, options, fixed income,
derivatives, commodities, futures and structured products. Able to process
more than 1 million messages per second at sub-40 microsecond speeds with
99.999% uptime, our technology drives more than 70 marketplaces in 50
developed and emerging countries into the future, powering 1 in 10 of the
world's securities transactions. Our award-winning data products and worldwide
indexes are the benchmarks in the financial industry. Home to approximately
3,400 listed companies worth $6 trillion in market cap whose innovations shape
our world, we give the ideas of tomorrow access to capital today. Welcome to
where the world takes a big leap forward, daily. Welcome to the NASDAQ OMX
Century. To learn more, visit www.nasdaqomx.com. Follow us on Facebook
(http://www.facebook.com/NASDAQ) and Twitter
(http://www.twitter.com/nasdaqomx). (Symbol: NDAQ and member of S&P 500)
Cautionary Note Regarding Forward-Looking Statements
The matters described herein contain forward-looking statements that are made
under the Safe Harbor provisions of the Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements
about NASDAQ OMX's acquisition of the eSpeed platform, the benefits of the
transaction, the U.S. Treasury market, the proposed financing, the
implementation date of the transaction, NASDAQ OMX's plans, objectives,
expectations and intentions and other statements that are not historical
facts. We caution that these statements are not guarantees of future
performance. Actual results may differ materially from those expressed or
implied in the forward-looking statements. Forward-looking statements involve
a number of risks, uncertainties or other factors beyond NASDAQ OMX's control.
These factors include, but are not limited to factors detailed in NASDAQ OMX's
annual report on Form 10-K, and periodic reports filed with the U.S.
Securities and Exchange Commission. We undertake no obligation to release any
revisions to any forward-looking statements.
CONTACT: Media Contacts:
+1 646 441 5121
+1 646 441 5045
Investor Relations Contact:
Edward Ditmire, CFA
+1 212 401 8737
Press spacebar to pause and continue. Press esc to stop.