NYX Nyse Euronext

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

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

The approval was expected, but the relatively low turnout poses a challenge. 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 told 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, closing up 2.4% at EUR54.50 ($78.03). NYSE Euronext stock was 3% higher at $35.40 at midafternoon. The deal, valuing NYSE Euronext at about $10.5 billion with a special dividend, would create a $24.6 billion company; Deutsche Boerse shareholders would own 60% of the combined company.

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

"Taking a cursory look at the shareholder makeup with approximately 70% of the outstanding shares held by institutions, the vote response of approximately 66% of the outstanding appears to be within a reasonable range of what can be expected," said Domenick de Robertis, executive vice president with Alliance Advisors, a proxy advisory firm.

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.

About 13% of Deutsche Boerse shares had been turned in for the standing tender offer as of late Thursday, the company reported three hours after the NYSE shareholder vote, up from 11% at the close of business Wednesday.

Niederauer said results were ahead of his expectations, noting an approximate 25% overlap between investors in the two companies, all of whom he expected to vote in favor of the deal.

Niederauer said he and Francioni have focused on winning over the German company's biggest shareholders. Many were expected to await the result of the NYSE Euronext shareholder vote before tendering their own shares.

"It's hard to be supremely confident," Niederauer told reporters, but he noted that every Deutsche Boerse shareholder he has met supports the combination. The challenge for investors is wrapping up paperwork before the tender offer closes on July 13.

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

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 winning regulatory approval. More than 40 separate clearances are expected to be needed. The process of integrating the two exchange companies is underway.

Documents were filed last week seeking approval from the European Union's 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 didn't raise the prospect in informal discussions ahead of last week's 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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