Filed by NYSE Euronext
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: NYSE Euronext
Commission File No.: 001-33392
Excerpt from Video Address by Duncan Niederauer, CEO of NYSE Euronext, to Employees
March 1, 2013
***
Duncan:
Greetings, everybody. Im coming to you today from the Conrad Hotel in lower Manhattan where were having our annual leadership forum here today. Its been an interesting
month. Thats a pretty high bar for me, so if I say its been an interesting month, trust me its been an interesting month. Its a month started with us reporting our fourth quarter earnings from last year and now
were wrapping it up here at the Conrad with the leaders of our company talking about the plan for 2013 and beyond.
What I thought
Id start with today is just some deal updates. I know thats in everybodys mind, and I thought Id talk to you a little bit about the progress were making on the transaction with our friends at ICE. First of all, you
probably saw from your corporate communications team that weve already gotten Hart-Scott-Rodino clearance, so no second requests from the DOJ here in the United States, so were very excited about that. We filed the S-4 with the SEC.
Weve already gotten the first round of comments back, and well be going back with responses to those comments in the very near future, and that keeps us on track for a shareholder vote sometime in the second quarter.
I had a chance to go to Paris last week and spend some time not only with our own people in a town hall meeting, but I spent some
time with our friends at the Treasury and also the French Regulator, the AMF. Very good dialogue at all the meetings. I got a lot of good feedback not only from our employees, but also from the folks at Treasury and at the Regulator. We continue to
stay very engaged with our college of regulators in Europe. Our next regularly scheduled quarterly meeting is
March 27
th
. Jeff and I will both be there, and what
well be largely focused on at that meeting is providing more details around the proposed IPO of the Euronext assets so, more to come on that in the coming weeks.
Jeff and I have also been out meeting with a lot of stakeholders, be they regulators or customers, and we continue to solicit very good feedback from all of them so we can make sure we keep moving forward
in a way that makes sense for everybody.
On the integration front, were progressing nicely. I spent the better part of the day last
Thursday down in Atlanta with Jeff and Scott Hill, who will be the CFO of the new company, and were really starting to get through a lot of the different work streams as we try to figure out how to put these two great companies together.
I intend to stay until the end of 2014 at least. Ive committed that to the Board. Ive committed
that to ICE. Ive committed that to some of our shareholders. That is absolutely my intent. So I intend to stay as the president of the new company and the CEO of NYSE group. Scott Cutler will run listings. Joe will run the U.S. equities
trading business. Steve Crutchfield will continue to run the U.S. options business. Steve will report to Joe, as he does now, and Joe and Scott, we envision, will report to me. Well have more to come on the organization. I ask two things of
you: one, be patient; you know we communicate when we have the information. And two, if you hear something we havent shared with you or its inconsistent with what weve told you please give us the benefit of
the doubt, as I think you always do, and know that well communicate in due course when and as we make these decisions.
END.
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, ICEs and NYSE Euronexts 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 ICEs and NYSE Euronexts 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 Euronexts 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 ICEs, NYSE Euronexts or the combined companys
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 managements 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 ICEs and NYSE Euronexts respective filings with the SEC that are available on the SECs web site located at www.sec.gov, including the sections entitled Risk Factors in
ICEs 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 Euronexts 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
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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 SECs website at http://www.sec.gov. Investors may also obtain these documents, without
charge, from ICEs website at http://www.theice.com and from NYSE Euronexts 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 ICEs directors and executive officers in ICEs Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on February 6, 2013, and ICEs 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
Euronexts directors and executive officers in NYSE Euronexts Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on February 26, 2013, and NYSE Euronexts 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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