21 November 2006

Guardian: LSE fends off Nasdaq after American exchange makes £2.7bn hostile bid

The London Stock Exchange remained defiant last night after receiving a £2.7bn hostile bid from Nasdaq, the American exchange it had once identified as its saviour from unwanted takeovers. Besides stunning the LSE with an opportunistic offer, Nasdaq snapped up 7m LSE shares, increasing its stake in the London market by more than 3% to 28.75%.

Chris Gibson-Smith, chairman of the LSE, refused to accept an invitation by Bob Greifeld, Nasdaq's chief executive, to meet to discuss the offer, although LSE shareholders may yet force him to the negotiating table.

Following the bid, the LSE management, led by its chief executive, Clara Furse, is expected to speak directly to shareholders. One that they need no longer meet is Scottish Widows Investment Partnership, an arm of Lloyds TSB, which sold most of its remaining holding to Nasdaq yesterday.

Nasdaq pounced on the LSE after its shares faltered last week on the back of an announcement by seven investment banks that they were planning to launch a rival operation to take advantage of new European rules next year. Nasdaq is offering £12.43 in cash - the same price it paid for shares eight months ago during its last failed attempt to take control of the London market. This is above the level at which shares closed on Friday, but well below the £13 they have traded at recently. The shares ended the day at £12.91, up 73p, reflecting some hopes that the LSE will accelerate its search to find a 'white knight' to protect it from the clutches of the US exchange - or even that Nasdaq will improve its offer if the LSE board recommends it.

Before its previous aggressive approach in March, Nasdaq was itself regarded as a white knight for the LSE, which has been the subject of repeated takeover attempts since December 2004 when Deutsche Börse offered 530p a share.

Mr Greifeld said Nasdaq had held discussions with the LSE in August 2005, 'at their request', and again in December after the Australian bank Macquarie launched a hostile - and ultimately unsuccessful - offer for the LSE. As long as six years ago, the two markets were in discussions about a possible tie-up.

The bid by Nasdaq is the latest step in a long-awaited consolidation of the world's stock exchanges, which are under pressure to cut costs and reduce trading fees to clients. Mr Greifeld, who was in London to promote the bid, said he remained 'optimistic' that the LSE's management would eventually discuss the offer. However, Mr Gibson-Smith said: 'Given the board's unanimous view of the final offer from Nasdaq, I have rejected Nasdaq's request for a meeting.'

Ms Furse said: 'We believe that Nasdaq's final offer fails to recognise the outstanding growth record and prospects of our group on a standalone basis, let alone the exchange's unique global position.'

Analysts agree that putting a value on the LSE is tricky because of its status. 'How do you put a price on this unique asset - the largest pool of liquidity in the world?' said Katrina Preston, an analyst at Bridgewell Securities. Even so, she noted that the circumstances of the current Nasdaq approach were different from eight months ago: the US market's stake was considerably larger; the hopes of a full-out bidding war for the LSE were subsiding; and there was now a competitive threat from new markets such as the one being designed by seven investment banks.

Mr Greifeld believes that in taking over the LSE, Nasdaq can cut trading costs for users of the exchange through technology improvements, and also facilitate transatlantic share trading by allowing shares in the big US technology company Microsoft, for example, to trade alongside those of the British oil company BP.

Nasdaq, which is borrowing from Bank of America and Dresdner to fund the offer, has given few details about any of the cost savings or revenue enhancements it expects, other than a 6% cut in headcount and keeping fees flat for three years.

It was the prospect of a possible bid by Nasdaq that prompted Ed Balls, economic secretary to the Treasury, to introduce new rules to protect the London market from being subjected to the onerous Sarbanes-Oxley corporate governance regulations in the US. He said Britain would not stand in the way of the bid.

However, Ken Livingstone, the mayor of London, said: 'The attempted takeover of the LSE by Nasdaq is anti-competitive and therefore against the interests of London.'
By Jill Treanor

© The Guardian