For shareholders of NYSE Euronext (NYSE: NYX), things took an interesting turn late last week after the company received a joint bid from Nasdaq OMX (Nasdaq: NDAQ) and IntercontinentalExchange (NYSE: ICE).

The deal, which represents a 12% premium over the all-stock $10.2 billion bid received in February from Deutsche Borse in Germany, would split the NYSE Euronext into two businesses. The Nasdaq would receive the NYSE's stock listing business while ICE would receive the highly profitable derivatives portion.

For NYSE Euronext shareholders, this deal may seem like a slam dunk, but there are some drawbacks which are keeping the stock price below the joint offer.

For starters, it's highly probable the Justice Department would have antitrust issues with the deal. The combined NYSE-Nasdaq entity would have a monopoly on U.S. stock listings, which could hinder the ability for companies to get a fair price when looking to list.

Another concern is that the deal would discourage technological innovations and competition between exchanges. I've often said that businesses need to innovate and keep their images fresh or they will simply become stale and waste away. Without any major competition, there would be little incentive to innovate.

Perhaps an even greater concern than the antitrust allegations would be the immense amount of debt that Nasdaq OMX would have to take on to complete the deal. On Friday, Moody's lowered its outlook on Nasdaq's $2.3 billion debt to negative. It cited an expected spike in cash flow leverage that would increase debt to four times EBITDA.

The deal itself, though, does present an interesting arbitrage opportunity as fellow Fool Anders Bylund pointed out Friday. The NYSE Euronext ended Friday at $39.60, well below the $42.50 joint buyout offer. Make no mistake, this deal is aimed to garner more market share for Nasdaq and ICE, but it's also a last-ditch effort to keep one of the greatest signs of U.S. wealth -- the NYSE -- on U.S. soil.

If the Nasdaq-ICE deal does win, it could take a considerably different form if it wants to get past the Justice Department. If the Deutsche Borse deal wins, it's unlikely to have as many antitrust issues, but it effectively shortchanges NYSE Euronext shareholders the extra $2.90 offered by Nasdaq and ICE. What we do know is that this tango is a long way from being played out, and only time will tell how this potential arbitrage play will unfold.

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