Mon, 11/11/2013 - 10:08
NYSE Euronext has provided a statement and timeline for the completion of its acquisition by IntercontinentalExchange (ICE), an operator of global markets and clearing houses.
ICE and NYSE Euronext now have all regulatory approvals necessary to proceed with closing their previously announced transaction and intend to close the transaction on 13 November 2013.
Trading in IntercontinentalExchange stock and NYSE Euronext stock will cease at the end of the trading day on 12 November 2013 and trading in IntercontinentalExchange Group stock will begin on 13 November 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 USD0.01 per share (each, an "ICE group share") equal to 0.1703 and an amount of cash equal to USD11.27, without interest (together, the "standard consideration");
• An amount in cash equal to USD33.12, without interest (the "cash consideration"); or
• A number of ICE group ahares 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 31 October 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 USD11.154424.
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