Deutsche Boerse has failed on several occasions in recent years to acquire the LSE, and has said it will look for deals in the United States and Asia if its bid for Euronext collapses.
Analyst Juergen Kurz, of DSW, a German group that represents shareholders, said the deal could end up marginalizing the company and reduce its chances of "remaining a really big player."
The German government insisted on Friday that Deutsche Boerse made "an exceptionally attractive offer," spokesman Thomas Steg said in Berlin. He said the government considers it more sensible to create alliances of European exchanges.
Under the proposal, each NYSE share would be converted into one share of common stock of the new combined company NYSE Euronext. Holders of Euronext ordinary shares would be offered the right to exchange each of their shares for 0.98 share of NYSE Euronext stock and US$27.42 in cash.
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