PARIS (Dow Jones)--The improved terms of Deutsche Boerse AG's (DB1.XE) bid for Euronext NV (24151.AE) are little changed from its original offer but now go far enough to rival the agreed bid for the pan-European bourse operator from NYSE Group Inc. (NYX), a Euronext shareholder said.

Erik Breen, head of corporate governance with fund manager Robeco NV (28978.AE), which is both a shareholder and client of Euronext, said concessions made by Deutsche Boerse represent "an important step in the right direction" and cannot be ignored by Euronext management.

"This offer certainly lifts some of the issues Euronext's management raised with regard to a possible tie-up with Deutsche Boerse," Breen said, adding that it deserves "very careful consideration" by Euronext.

Breen added that the gradually changing parameters of the competing Euronext bids make it especially important for its shareholders to hold off making a decision on a deal until the last possible moment.

"This confirms the stance I took at Euronext's AGM that it would be wise for shareholders to analyze all facts thoroughly, to keep a close eye on the possibility of new developments in this process and to make a final decision only when the end of the offer term is nearing," he told Dow Jones Newswires. Robeco declined to disclose how much it owns in Euronext.

Alain Dupuis, an analyst with Oddo Securities in Paris, was also impressed by the Deutsche Boerse statement. He said: "On the face of it, Deutsche Boerse didn't appear to have changed much - especially as the financial terms were the same - but what it said helped clarify certain points that had worried investors."

Dupuis said it made sense for Deutsche Boerse to hold back on its option to improve the financial terms of the offer, especially as share price trends have favored the Frankfurt bid.

While Euronext's share price has held steady at around EUR70 since the company gave details of the competing Frankfurt and New York offers at its May 23 AGM, NYSE has slipped from around $60 to close Monday at $54.80. From an overall value of about $10 billion, NYSE's Euronext bid is now closer to $9 billion.

Deutsche Boerse shares have also remained little changed since the Euronext AGM at roughly EUR102. Its Euronext offer - though employing a more complicated math than NYSE's - is based on a 30-day moving average of Euronext's share price rather than its daily valuation.

"Even if the shares were to fall, the value of the bid would include the higher valuation for a good while," said a market source. He said the two bids were now only cents apart and that if current valuation trends continued the Frankfurt bid would be mechanically improved.

Euronext recommended the NYSE's offer at its AGM and said Deutsche Boerse's bid - submitted days earlier - was financially weaker and risked being handicapped by competition issues.

Euronext Chief Executive Jean-Francois Theodore said at the time that Deutsche Boerse's plan would take at least a year to complete and was likely to be investigated by European authorities. The NYSE bid, on the other hand, could be sewn up in half the time, he said.

But Dupuis said Deutsche Boerse has gone a long way to assuage these worries by saying it will open preemptive talks with regulators to identify and remedy any possible problems.

Deutsche Boerse said Monday it is "ready to make far-reaching concessions in equities clearing in order to ease antitrust concerns."

It also promised that a new entity would have a federal organization, operating regulated markets in financial centers with local staff, according to local regulations and in proximity to respective national customers.

Earlier tie-up talks between Euronext and Deutsche Boerse foundered because the two companies were unable to agree on how their combined business should be structured.

Some French-based Euronext shareholders and clients spoke out against the Deutsche Boerse plan, fearing it would run the expanded European exchange centrally from Frankfurt and reduce their influence over the local financial market.

In Monday's statement Deutsche Boerse reiterated a previous commitment to locate information services for a merged business in Amsterdam, while cash stock trading would be run out of Paris, and derivatives would be shared between Frankfurt and London.

Euronext has so far declined to comment on Deutsche Boerse's revised offer.

Company Web site: http://www.euronext.com

http://www.deutsche-boerse.com

http://www.nyse.com

-By Digby Larner, Dow Jones Newswires; 00 33 1 4017 1748; [email protected]

(END) Dow Jones Newswires