Sunday, November 3, 2013

NYSE Euronext Update on Acquisition by IntercontinentalExchange

ME Newswire / Businesswire

NEW YORK - Thursday, October 31st 2013

NYSE Euronext (NYSE: NYX) today provided the following statement

and timeline for the completion of its pending acquisition by

IntercontinentalExchange (NYSE: ICE), a leading operator of global

markets and clearing houses.

ICE and NYSE Euronext have postponed the closing date of their

previously announced merger transaction from November 4, 2013 to a

later date to be announced to allow additional time for relevant

European regulators and ministries to process and issue their

approvals. As previously announced, ICE and NYSE Euronext have

received a letter from the Chairmen’s Committee of the Euronext

College of Regulators, which includes each individual regulator of

the Euronext markets, indicating that it is “not minded to object”

to ICE’s proposed acquisition. ICE and NYSE Euronext are awaiting

receipt of the remaining national regulatory approvals, which they

expect to receive in the coming days, and anticipate closing the

proposed transaction within two business days after receipt of the

final regulatory approval. Neither ICE nor NYSE Euronext

anticipates any substantive issues being raised in the context of

these remaining European national approvals.

ICE and NYSE Euronext have not extended the election deadline for

shareholders of NYSE Euronext to make merger consideration

elections of stock and/or cash consideration, which remains 5:00

p.m., New York City time, on October 31, 2013, with such election

deadline being fixed unless extended by ICE through further public

announcement. Shareholders of NYSE Euronext who hold shares through

a financial intermediary such as a bank, broker, trust company or

other nominee may have an earlier election deadline and should

carefully review any instructions received from their bank, broker,

trust company or other nominee in order to comply with any earlier

deadline. Shareholders of NYSE Euronext with questions regarding

the election procedures or materials should contact their financial

intermediary, or Georgeson Inc., the information agent for the

transaction, at 888-566-8006 (toll free in the United States) or

781-575-2137 (outside the United States).

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.

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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.

Contacts

NYSE Euronext

Media

Robert Rendine, 212-656-2180

rrendine@nyx.com



Eric Ryan, 212-656-2411

eryan@nyx.com



Caroline Tourrier, +33 (0)1 49 27 10 82

ctourrier@nyx.com



Investor Relations

Stephen Davidson, 212-656-2183

sdavidson@nyx.com



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