* Deutsche Boerse says not in talks with CME
* Deal 'not as crazy as it sounds': analyst
* Deutsche Boerse shares up 5.6 pct, had been up 12 pct
* Regulators would reject tie-up: ex-NYSE exec
By Ann Saphir and Tom Polansek
SAN FRANCISCO/CHICAGO, Feb 25 Deutsche Boerse
said on Monday that it is not in deal talks with CME
Group Holdings Inc, but some analysts see a sale to CME
as an attractive option for the German bourse at a time when
profits are under pressure and scale is increasingly important.
Earlier on Monday, Bloomberg, citing four people familiar
with the situation, reported that CME had approached Deutsche
Boerse in December about a possible merger. Bloomberg also said
the two met again in January and haven't yet made a decision.
CME declined to comment, while Deutsche Boerse said the
exchange operators were not in negotiations.
A merger between the two exchange operators would face steep
hurdles, including scrutiny from European antitrust authorities,
who blocked the German exchange's proposed merger with NYSE
Euronext just over a year ago.
A deal with CME Group would finally offer Deutsche Boerse
the chance at a partnership that could pass muster with
regulators, who have scuttled several high-profile deals over
the past few years, analysts said.
"You're talking more of a tie-up between a U.S. market
operator and a European-based operator. It's possible that would
face fewer hurdles," said Gaston Ceron, equity analyst for
Exchange operators have been trying over the past few years
to strike deals to build scale, expand geographically and create
more profitable products.
A drop in activity has hurt exchanges globally, with trading
at CME-run exchanges falling 15 percent last year, and trading
at Deutsche Boerse's Eurex dropping 19 percent, according to
data from the Futures Industry Association.
With declining trading volumes putting pressure on profits,
and the promise of a surge in new business as regulators force
more over-the-counter derivatives trading onto regulated
exchanges, the temptation to consolidate remains strong.
Atlanta-based IntercontinentalExchange Inc, which
competes fiercely with CME, late last year set off another round
of consolidation of the industry when it agreed to buy NYSE
Euronext for $8.2 billion.
"NYSE-ICE is a precedent: at least, the regulators are
winking at it," said Andre Cappon, president of New York-based
consultancy The CBM Group.
ICE Chief Executive Jeffrey Sprecher has said his proposed
takeover has so far been "well received" by European regulators.
ICE, whose main business is energy trading, and NYSE, which runs
the Big Board, have little overlap.
Shares of Deutsche Boerse closed up 5.6 percent, swelling
the Frankfurt exchange operator's market capitalization to 9.5
billion euros ($12.6 billion).
That market capitalization would make it the biggest
acquisition ever by CME, valued at about $19.5 billion. CME
bought the Chicago Board of Trade in 2007 for about $11.9
billion; it acquired the New York Mercantile Exchange in 2008
for about $8.3 billion.
Any deal, however, faces challenges.
For starters, both CME and Deutsche Boerse have publicly
said they do not want to do a big deal.
CME officials have been telling investors for about two
years that they want to build, not buy. CME runs a London-based
clearinghouse and has applied for a license to start a European
exchange later this year.
"We will as always remain opportunistic, but for now we do
not see any large M&A opportunities," CME CEO Phupinder Gill
told analysts on Feb. 5.
With a history of failed merger attempts, Deutsche Boerse is
also thought to be loathe to take chances. Deutsche Boerse's
failed plans to combine with NYSE were preceded by unsuccessful
attempts at deals with Euronext and the London Stock Exchange
CEO Reto Francioni said last week Deutsche Boerse would
focus primarily on growing on its own but would be open to joint
ventures. He said the company is focusing on growth in Asia, but
he added that a lack of suitable takeover targets there made it
unlikely any acquisitions would occur.
One former NYSE executive said regulators would never
approve the merger.
"Anybody who understands the competitive situation and the
way competition authorities are going to look at this, knows it
is impossible," said Georges Ugeux, who ran the New York Stock
Exchange's European business until 2003 and is now CEO of
Galileo Global Advisors. "It is just unacceptable."
Unlike ICE and NYSE, the Chicago and Frankfurt exchange
companies have a lot in common: both have successful franchises
in futures tied to debt and interest rates.
Still, analysts said the two exchange operators are
different enough to have a chance at clearing antitrust hurdles.
Because Deutsche Boerse's Eurex focuses on European rates,
and CME's Chicago Board of Trade and Chicago Mercantile Exchange
offer contracts tied to U.S rates, they may be able to convince
regulators their merger would not change the competitive
"Deutsche Boerse-CME is not as crazy as it sounds," CBM
Group's Cappon said. "It doesn't dominate any continent."
CME may also want to try to buy Deutsche Boerse as a
shortcut into European derivatives trading.
"It's very hard to build from scratch," Cappon said. "Why
not (buy), if you can get it through the regulators."