NYX Nyse Euronext

NYSE Euronext (NYX) and Deutsche Boerse AG (DB1.XE, DBOEF) announced Tuesday that they intend to pay a special dividend to shareholders of the combined exchange group as a shareholder vote on the merger approaches.

Shareholders in the as-yet unnamed exchange company would receive EUR2 a share under the plan, according to the companies.

The news comes as NYSE Euronext shareholders are scheduled to vote on the combination at a special meeting July 7, just days before a July 13 end-date for Deutsche Boerse holders to tender their shares in a plan to combine the two companies.

The special dividend "is a sign of the new holding company's intention to pursue both shareholder value creation and prudent capital management policies, reflecting client needs in an evolving capital markets environment," Reto Francioni, chief executive of Deutsche Boerse and slated chairman of the new company, said in a statement.

The total payout was estimated by the companies at EUR620 million, or $905 million, based on all Deutsche Boerse shareholders accepting the current exchange offer. The German market operator's agreement with NYSE Euronext translates to each Big Board investor getting 0.47 shares in the combined company, while Deutsche Boerse shareholders will get one new share for each current share owned.

A special dividend was raised by NYSE Euronext and Deutsche Boerse executives earlier this spring as the companies sought to solidify support for the agreed deal against a hostile takeover approach from IntercontinentalExchange Inc. (ICE) and Nasdaq OMX Group Inc. (NDAQ). U.S. antitrust authorities blocked that deal in mid-May, arguing that it would create a monopoly in U.S. listings and other businesses related to share trading.

The companies said Tuesday that the payout would be drawn from the capital reserves of the merged entity. Deutsche Boerse's supervisory board and the board of NYSE Euronext are both scheduled to vote on the plan June 16, and the board of the combined company must also approve the dividend.

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