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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