WCE Holdings Inc. says that the unsolicited proposal it received from an unnamed third party last month is superior to the deal it already has with IntercontinentalExchange, Inc.

On July 17, WCE Holdings, parent of Winnipeg Commodity Exchange Inc., WCE Clearing Corp. and Canadian Climate Exchange Inc., announced that it had received an unsolicited written acquisition proposal from a third party to acquire the firm for $77.59 per share or $50 million in total.

Yesterday, it reported that the board of directors has negotiated the proposal and determined that the proposal constitutes a Superior Proposal (within the meaning of the arrangement agreement between WCE and ICE.

The superior proposal also provides for the acquisition of WCE shares by way of plan of arrangement and is subject to customary closing conditions including court approval, an affirmative vote of not less than two thirds of shareholders represented in person or by proxy at a special meeting of shareholders called for that purpose and approval by the Manitoba Securities Commission. The deal also provides for payment of a termination fee of $1.75 million should WCE find an even better deal.

Under the terms of the ICE agreement, ICE has until August 17, to offer to amend its bid. If it does not, WCE intends to terminate the ICE agreement and enter into an arrangement agreement with the third party.