NYSE Euronext (NYX) will announce earnings for the first quarter
2013 before the market opens on Tuesday, April 30, 2013. A news
release will be issued at approximately 2:30 a.m. (New York) / 8:30
a.m. (Paris) and a conference call with remarks by NYSE Euronext
senior management will begin at 8:00 a.m. (New York) / 2:00 p.m.
(Paris). A presentation will be referenced during the call and
available on our website at http://www.nyseeuronext.com/ir.
A live audio webcast of the conference call will be available on
the Investor Relations section of NYSE Euronext’s website,
http://www.nyseeuronext.com/ir. Those wishing to listen to the live
conference via telephone should dial-in at least 10 minutes before
the call begins.
Live Dial-in Information:United States:
800.901.5241International: 617.786.2963Passcode:
49326779
An audio replay of the conference call will be available
approximately one hour after the call on the Investor Relations
section of NYSE Euronext’s website, http://www.nyseeuronext.com/ir
or by dial-in beginning approximately two hours following the
conclusion of the live call.
Replay Dial-in Information:United States:
888.286.8010International: 617.801.6888Passcode:
38551192
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial
markets and provider of innovative trading technologies. The
company's exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With
approximately 8,000 listed issues (excluding European Structured
Products), NYSE Euronext's equities markets - the New York Stock
Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca -
represent one-third of the world’s equities trading, the most
liquidity of any global exchange group. NYSE Euronext also operates
NYSE Liffe, one of the leading European derivatives businesses and
the world's second-largest derivatives business by value of
trading. The company offers comprehensive commercial technology,
connectivity and market data products and services through NYSE
Technologies. NYSE Euronext is in the S&P 500 index. For more
information, please visit: http://www.nyx.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
This communication contains “forward-looking statements” made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by words such as “may,” “hope,” “will,”
“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “could,” “future”
or the negative of those terms or other words of similar meaning.
You should carefully read forward-looking statements, including
statements that contain these words, because they discuss our
future expectations or state other “forward-looking” information.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. ICE and NYSE
Euronext caution readers that any forward-looking statement is not
a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
statement.
Forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving ICE
and NYSE Euronext, including future financial results, ICE’s and
NYSE Euronext’s plans, objectives, expectations and intentions, the
expected timing of completion of the transaction and other
statements that are not historical facts. Important factors that
could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in ICE’s
and NYSE Euronext’s filings with the U.S. Securities and Exchange
Commission (the “SEC”). These risks and uncertainties include,
without limitation, the following: the inability to close the
merger in a timely manner; the inability to complete the merger due
to the failure of NYSE Euronext stockholders to adopt the merger
agreement or the failure of ICE stockholders to approve the
issuance of ICE common stock in connection with the merger; the
failure to satisfy other conditions to completion of the merger,
including receipt of required regulatory and other approvals; the
failure of the proposed transaction to close for any other reason;
the possibility that any of the anticipated benefits of the
proposed transaction will not be realized; the risk that
integration of NYSE Euronext’s operations with those of ICE will be
materially delayed or will be more costly or difficult than
expected; the challenges of integrating and retaining key
employees; the effect of the announcement of the transaction on
ICE’s, NYSE Euronext’s or the combined company’s respective
business relationships, operating results and business generally;
the possibility that the anticipated synergies and cost savings of
the merger will not be realized, or will not be realized within the
expected time period; the possibility that the merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; diversion of management’s attention
from ongoing business operations and opportunities; general
competitive, economic, political and market conditions and
fluctuations; actions taken or conditions imposed by the United
States and foreign governments or regulatory authorities; and
adverse outcomes of pending or threatened litigation or government
investigations. In addition, you should carefully consider the
risks and uncertainties and other factors that may affect future
results of the combined company, as are described in the section
entitled “Risk Factors” in the joint proxy statement/prospectus
filed by ICE with the SEC, and as described in ICE’s and NYSE
Euronext’s respective filings with the SEC that are available on
the SEC’s web site located at www.sec.gov, including the sections
entitled “Risk Factors” in ICE’s Form 10-K for the fiscal year
ended December 31, 2012, as filed with the SEC on February 6, 2013,
and “Risk Factors” in NYSE Euronext’s Form 10-K for the fiscal year
ended December 31, 2012, as filed with the SEC on February 26,
2014. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this written
communication. Except for any obligations to disclose material
information under the Federal securities laws, neither ICE nor NYSE
Euronext undertakes any obligation to publicly update any
forward-looking statements to reflect events or circumstances after
the date of this written communication.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
ICE has filed with the SEC a registration statement on Form S-4,
which includes a joint proxy statement/prospectus with respect to
the proposed acquisition of NYSE Euronext. The final joint proxy
statement/prospectus will be delivered to the stockholders of ICE
and NYSE Euronext. INVESTORS AND SECURITY HOLDERS OF BOTH ICE AND
NYSE EURONEXT ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY
AND IN ITS ENTIRETY, INCLUDING ANY DOCUMENTS PREVIOUSLY FILED WITH
THE SEC AND INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING ICE, NYSE EURONEXT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing
information about ICE and NYSE Euronext, without charge, at the
SEC’s website at http://www.sec.gov. Investors may also obtain
these documents, without charge, from ICE’s website at
http://www.theice.com and from NYSE Euronext’s website at
http://www.nyx.com
PARTICIPANTS IN THE MERGER SOLICITATION
ICE, NYSE Euronext and their respective directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the transactions contemplated by the Merger Agreement.
You can find information about ICE and ICE’s directors and
executive officers in ICE’s Annual Report on Form 10-K for the year
ended December 31, 2012, as filed with the SEC on February 6, 2013,
and ICE’s proxy statement for its 2012 annual meeting of
stockholders, as filed with the SEC on March 30, 2012.
You can find information about NYSE Euronext and NYSE Euronext’s
directors and executive officers in NYSE Euronext’s Annual Report
on Form 10-K for the year ended December 31, 2012, as filed with
the SEC on February 26, 2013, and NYSE Euronext’s proxy statement
for its 2012 annual meeting of stockholders, filed with the SEC on
March 26, 2012.
Additional information about the interests of potential
participants will be included in the joint proxy
statement/prospectuses, when it becomes available, and the other
relevant documents filed by ICE and NYSE Euronext with the SEC.
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