NYX Nyse Euronext

NYSE Euronext (NYX) shareholders on Thursday approved the plan to merge with Deutsche Boerse AG (DBOEF, DB1.XE), though NYSE Chief Executive Duncan Niederauer said he was "a little disappointed" in turnout for the vote.

The transatlantic exchange group won backing from two-thirds of shareholders and 96% of votes cast, according to preliminary results announced after a special meeting in New York.

The approval was expected but the relatively low turnout poses a challenge as the German group must secure backing from 75% of its shareholders by next week to advance the plan to create the world's largest exchange operator.

"We were hoping for a slightly higher number," Niederauer said in a meeting with reporters at the New York Stock Exchange following the special shareholder meeting.

Still, Niederauer said Thursday's approval "gives us a lot of confidence" as he and Deutsche Boerse counterpart Reto Francioni woo the German company's investors and look ahead to winning regulatory approval for the combination.

Shares in Deutsche Boerse climbed on the result, recently up 2.3% at EUR54.47 in electronic trade. NYSE Euronext stock was 2.7% higher in premarket trade at $35.29. The deal, valuing NYSE Euronext at about $10.5 billion with a special dividend, would create a $24.6 billion company with Deutsche Boerse shareholders owning 60%.

In a statement, Francioni said he welcomed support from "a clear majority" of NYSE Euronext investors.

Merging Deutsche Boerse and NYSE Euronext would create the biggest market for trading derivatives and U.S. stock options, as well as the largest combined venue for listing shares globally. Combined 2010 revenue was nearly $5.5 billion.

So far about 11% of Deutsche Boerse shares have been turned in for the standing tender offer, according to documents filed Wednesday. Niederauer said this was ahead of his expectations and noted an approximate 25% overlap between investors in the two companies, all of whom he expected to vote in favor.

Niederauer said he and Francioni have focused efforts intensely on winning over the German company's biggest shareholders, with many seen awaiting the result of the NYSE Euronext shareholder vote before tendering their own shares.

"It's hard to be supremely confident," Niederauer told reporters Thursday following the meeting, but noted that every Deutsche Boerse shareholder he has met supports the combination. The challenge for investors is wrapping up paperwork related to the tender offer by the July 13 end-date, he said.

"It would be beyond surprising to me if that group did not tender as well," Niederauer said.

Deutsche Boerse also has options for extending the tender offer.

Provided the deal secures investor approval, Francioni and Niederauer are seen turning their full attention to the lengthy regulatory approval process for the combination, seen requiring more than 40 separate clearances. The process of integrating the two exchange companies already is underway.

Documents were filed last week seeking approval from the European Union Competition Commission, which is expected to oversee the most stringent review of the merger--particularly the combination of Europe's two leading futures markets.

Niederauer said in an interview with CNBC Thursday that it was difficult to envision moving ahead with the deal should regulators force the divestiture of one of the futures exchanges. Antitrust authorities have not raised the prospect in informal discussions ahead of the formal deal filing, he said.

--By Jacob Bunge and Steven Russolillo, Dow Jones Newswires; 312 750 4117; jacob.bunge@dowjones.com

--Ulrike Dauer in Frankfurt contributed to this article.

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