(Adds detail on special dividend, settlement agreement,
beginning in second paragraph.)
NYSE Euronext (NYX) has reached a settlement with shareholders
over their challenge of its proposed merger with Deutsche Boerse AG
(DBOEF, DB1.XE), after the Big Board operator moved to pay out a
$900 million special dividend upon completion of the deal.
In a regulatory filing, NYSE Euronext said that it settled
investor complaints filed in Delaware and New York courts that had
challenged the proposed combination, alleging that the merger deal
with Deutsche Boerse undervalued their company.
NYSE Euronext and Deutsche Boerse, both with market operations
in the U.S. and Europe, aim to create the world's biggest exchange
operator though their $25 billion merger, agreed in February.
The legal challenges sought to block a July 7 vote of NYSE
Euronext shareholders on the deal, one week before Deutsche Boerse
investors are required to have tendered their own shares in favor
of creating the as-yet unnamed exchange group.
NYSE Euronext in the filing said that the investors challenging
the merger agreed to drop their objections following the exchange
groups' announcement on June 7 that the newly created company aimed
to pay a special dividend of EUR2 a share upon completion of the
merger.
The money will be drawn from the capital reserves of the new
entity, and its board must approve the dividend; if it fails to be
paid, shareholders could renew their legal challenge to the deal,
according to NYSE Euronext's filing.
NYSE Euronext shares recently were down 1.4% at $32.29. Deutsche
Boerse shares were off 0.9% at EUR50.42.
-By Jacob Bunge, Dow Jones Newswires; 312 750 4117;
jacob.bunge@dowjones.com