LSE, TMX CEOs: NYSE/Deutsche Merger Holds Threats, Opportunities
Thursday, February 10th, 2011
TORONTO (Dow Jones)–The proposed merger of NYSE Euronext (NYX) and Deutsche Boerse AG (DB1.XE) presents both threats and opportunities for rival exchanges, said the chief executive of London Stock Exchange Group PLC (LSE.LN).
“On paper, the combination of two such very large companies represents a challenge to anyone,” said Xavier Rolet, in a joint interview with Tom Kloet, chief executive of Toronto Stock Exchange operator TMX Group Inc. (X.T), just hours after the companies had announced their own planned merger.
“When a big company comes together, there are clearly some threats, but there are also opportunities” for rivals, said Rolet. Those include picking up employees who leave or clients who become “disaffected” if integration of the different pieces isn’t handled smoothly, the two CEOs said.
The proposed LSE-TMX merger shouldn’t produce such tumult, since there’s relatively little overlap between the businesses of two sets of exchanges, the pair said. The combination is “focused on revenue synergies, not on cost synergies,” said Rolet.
Rolet also said the NYSE-Deutsche Boerse news “vindicates our approach as partners coming together to improve our competitive position in a world that’s getting smaller” as exchanges consolidate.
The NYSE-Deutsche announcement came less than an hour after Rolet and Kloet held a joint press conference on their own proposed merger, which would create a group with combined revenue of around $1.6 billion, overseeing 6,700 listed companies. After the merger, LSE shareholders will hold around 55% of the combined company and TMX shareholders 45%. The group’s exchanges will continue to operate under their respective local regulators.
In their Toronto press conference Wednesday, the heads of the two bourses stressed the balance they were trying to strike between the various regional financial centers they represent — a group that includes the Italian bourse, which accounts for half of the LSE group’s revenue, and powerful Canadian securities bodies in Montreal and Calgary as well as Toronto.
Although the London-based Rolet will head the merged company, Kloet in Toronto will be president, and the board will consist of eight directors chosen by the LSE and seven by the TMX. The new group will base its global equities listing business in Toronto, its derivatives business in Montreal, its energy business in Calgary and its fixed income and equities-trading business in Milan, the two said.
The emphasis on regional centers is important — not only to play to existing strengths, such as the Toronto Stock Exchange’s leading position in financing mining startups — but also to appease local interests and securities regulators who could be fearful that control over their financial markets is slipping to another part of the world.
“This is the shape of things to come — this is the brave new world we’re going into, where a global financial governance is likely to appear,” said Rolet. “Our company will reflect that.”
The LSE and TMX estimate the combined entity will generate additional annual revenue of C$56 million (US$56.5 million) in the third year after the transaction is completed and C$160 million annually after year five, betting it will attract more listings and investors, as well as offer an opportunity to expand their index and clearing businesses. Cost-savings from combining technology platforms among other initiatives are expected to help the new venture reach an annual run rate of C$56 million by the end of the second year.
Kloet said the combined entity will be able to take advantage of LSE’s 50% ownership in the FTSE indexes to develop new derivatives and other financial products as a way of generating additional revenue. TMX’s suite of bond indexes could also be exported outside Canada as a new revenue source. By combining clearing functions, the entity could augment revenue by making its easier for brokers to trade with a wider group of investors globally, Kloet said.
The two also hope to make it easier for companies to cross-list on their exchanges.
One key hurdle for the deal will be regulatory, since the merger will have to pass muster not only with securities regulators in the U.K. but also regional regulators in Ontario and famously finicky Quebec.
The companies also expect the deal to be reviewed by the Canadian government under rules that require foreign investors to show their takeovers will benefit the country. The government used those rules last year to veto the proposed hostile acquisition by BHP Billiton (BHP) of fertilizer giant Potash Corp. of Saskatchewan (POT) — a deal that had provoked significant popular resistance in Canada. Rolet and Kloet said they’re already working on undertakings they can submit to the Canadian government to prove the deal’s value to the country.
The deal is going to be “challenging for the parties,” from a regulatory-approval perspective, said Tony Baldanza, a senior partner at Toronto law firm Fasken Martineau and an expert on foreign investment law.
The Quebec provincial government said it will study the proposal with an eye to ensuring that any deal guarantees Quebec companies continue to have access to capital. It would also need to make sure Quebec investors are protected and that the expertise of TMX’s Montreal derivatives exchange is “protected and enhanced.”
