NYSE Euronext (NYSE:NYX) today provided the following statements
and timeline for the completion of its acquisition by
IntercontinentalExchange, Inc. (NYSE: ICE), a leading operator of
global markets and clearing houses.
ICE and NYSE Euronext now have all the regulatory approvals
necessary to proceed with closing their previously announced
transaction and intend to close the transaction on November 13,
2013. Trading in IntercontinentalExchange, Inc. stock and NYSE
Euronext stock will cease at the end of the trading day on November
12, 2013 and trading in IntercontinentalExchange Group, Inc. stock
will begin on November 13, 2013 under the ticker symbol “ICE” and
will continue to trade on the New York Stock Exchange. The new ICE
stock CUSIP number will be 45866F 104.
Under the terms of the Merger Agreement, shareholders of NYSE
Euronext had the option to elect to receive for each share of NYSE
Euronext common stock (except for excluded shares and dissenting
shares as more particularly set forth in the Merger Agreement):
- A number of validly issued, fully paid
and non-assessable shares of the Company’s common stock, par value
$0.01 per share (each, an "ICE Group Share") equal to 0.1703 and an
amount of cash equal to $11.27, without interest (together, the
"Standard Consideration");
- An amount in cash equal to $33.12,
without interest (the "Cash Consideration"); or
- A number of ICE Group Shares equal to
0.2581 (the "Stock Consideration").
As previously announced, because the Stock Consideration option
was substantially oversubscribed, the consideration to be received
by the holders who elected the Stock Consideration was prorated
pursuant to the terms of the Merger Agreement. The companies can
now confirm the final election results, which are set out below and
are the same as the preliminary results previously disclosed:
- Stockholders of NYSE Euronext who
elected to receive the Standard Consideration and those that failed
to make a valid election prior to 5:00 p.m., New York City time, on
October 31, 2013, the election deadline, will receive the Standard
Consideration.
- Stockholders of NYSE Euronext who
elected to receive the Cash Consideration will receive the Cash
Consideration.
- Stockholders of NYSE Euronext who
elected to receive the Stock Consideration will receive, for each
share of NYSE Euronext common stock (except for excluded shares and
dissenting shares as more particularly set forth in the Merger
Agreement), a number of validly issued, fully paid and
non-assessable ICE Group Shares equal to 0.171200756 and an amount
of cash equal $11.154424.
About IntercontinentalExchange
IntercontinentalExchange (NYSE: ICE) is a leading operator of
regulated exchanges and clearing houses serving the risk management
needs of global markets for agricultural, credit, currency,
emissions, energy and equity index products. www.theice.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995 - Statements in this press release regarding
IntercontinentalExchange’s business that are not historical facts
are “forward-looking statements” that involve risks and
uncertainties. For a discussion of additional risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see ICE’s
Securities and Exchange Commission (SEC) filings, including, but
not limited to, the risk factors in ICE’s Annual Report on Form
10-K for the year ended December 31, 2012, as filed with the SEC on
February 6, 2013.
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial
markets and provider of innovative trading technologies. The
company's exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With
approximately 8,000 listed issues (excluding European Structured
Products), NYSE Euronext's equities markets - the New York Stock
Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca -
represent one-third of the world’s equities trading, the most
liquidity of any global exchange group. NYSE Euronext also operates
NYSE Liffe, one of the leading European derivatives businesses and
the world's second-largest derivatives business by value of
trading. The company offers comprehensive commercial technology,
connectivity and market data products and services through NYSE
Technologies. For more information, please visit:
http://www.nyx.com.
Please follow us at:Exchanges BlogFacebookLinkedInTwitter
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
This written communication contains “forward-looking statements”
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. In some cases, you can
identify forward-looking statements by words such as “may,” “hope,”
“will,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “potential,” “continue,” “could,”
“future” or the negative of those terms or other words of similar
meaning. You should carefully read forward-looking statements,
including statements that contain these words, because they discuss
our future expectations or state other “forward-looking”
information. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties which change over time. ICE
Group, ICE and NYSE Euronext caution readers that any
forward-looking statement is not a guarantee of future performance
and that actual results could differ materially from those
contained in the forward-looking statement.
Forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving ICE
Group, ICE and NYSE Euronext, including future financial results,
ICE’s and NYSE Euronext’s plans, objectives, expectations and
intentions, the expected timing of completion of the transaction
and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth in
ICE’s and NYSE Euronext’s filings with the U.S. Securities and
Exchange Commission (the “SEC”). These risks and uncertainties
include, without limitation, the following: the inability to close
the merger in a timely manner; the failure to satisfy other
conditions to completion of the merger, including receipt of
required regulatory and other approvals; the failure of the
proposed transaction to close for any other reason; the possibility
that any of the anticipated benefits of the proposed transaction
will not be realized; the risk that integration of NYSE Euronext’s
operations with those of ICE will be materially delayed or will be
more costly or difficult than expected; the challenges of
integrating and retaining key employees; the effect of the
announcement of the transaction on ICE’s, NYSE Euronext’s or the
combined company’s respective business relationships, operating
results and business generally; the possibility that the
anticipated synergies and cost savings of the merger will not be
realized, or will not be realized within the expected time period;
the possibility that the merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; diversion of management’s attention from ongoing business
operations and opportunities; general competitive, economic,
political and market conditions and fluctuations; actions taken or
conditions imposed by the United States and foreign governments or
regulatory authorities; and adverse outcomes of pending or
threatened litigation or government investigations. In addition,
you should carefully consider the risks and uncertainties and other
factors that may affect future results of the combined company, as
are described in the section entitled “Risk Factors” in the joint
proxy statement/prospectus filed by ICE Group with the SEC, and as
described in ICE’s and NYSE Euronext’s respective filings with the
SEC that are available on the SEC’s web site located at
www.sec.gov, including the sections entitled “Risk Factors” in
ICE’s Form 10-K for the fiscal year ended December 31, 2012, as
filed with the SEC on February 6, 2013, and “Risk Factors” in NYSE
Euronext’s Form 10-K for the fiscal year ended December 31, 2012,
as filed with the SEC on February 26, 2013. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this written communication. Except for any
obligations to disclose material information under the Federal
securities laws, ICE Group, ICE and NYSE Euronext undertake no
obligation to publicly update any forward-looking statements to
reflect events or circumstances after the date of this written
communication.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
ICE Group has filed with the SEC a registration statement on Form
S−4, which the SEC has declared effective and which contains a
joint proxy statement/prospectus with respect to the proposed
acquisition of NYSE Euronext by ICE Group. The final joint proxy
statement/prospectus has been delivered to the stockholders of ICE
and NYSE Euronext. INVESTORS AND SECURITY HOLDERS OF BOTH ICE AND
NYSE EURONEXT ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY
AND IN ITS ENTIRETY, INCLUDING ANY DOCUMENTS PREVIOUSLY FILED WITH
THE SEC AND INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE IT CONTAINS IMPORTANT INFORMATION
REGARDING ICE, NYSE EURONEXT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing
information about ICE and NYSE Euronext, without charge, at the
SEC’s website at http://www.sec.gov. Investors may also obtain
these documents, without charge, from ICE’s website at
http://www.theice.com and from NYSE Euronext’s website at
http://www.nyx.com.
NYSE EuronextMediaRobert Rendine:
212-656-2180rrendine@nyx.comEric Ryan:
212-656-2411eryan@nyx.comCaroline Nico: +33 (0)1 49 27 10
74cnico@nyx.comorInvestor RelationsStephen Davidson:
212-656-2183sdavidson@nyx.com
NYSE Group (NYSE:NYX)
Historical Stock Chart
From Jun 2024 to Jul 2024
NYSE Group (NYSE:NYX)
Historical Stock Chart
From Jul 2023 to Jul 2024