NYSE Euronext (NYSE:NYX) today provided the following statement
and timeline for the completion of its pending acquisition by
IntercontinentalExchange (NYSE: ICE), a leading operator of global
markets and clearing houses.
ICE and NYSE Euronext have established a closing date of
November 4, 2013 for their previously announced transaction. The
November 4, 2013 closing date is predicated upon the receipt by
IntercontinentalExchange and NYSE Euronext of remaining European
regulatory approvals prior to such date, and may be extended to a
later date by further public announcement should any necessary
approvals remain outstanding at such date.
ICE and NYSE Euronext have also established an election deadline
for shareholders of NYSE Euronext to make merger consideration
elections of stock and/or cash consideration of 5:00 p.m., New York
City time, on October 31, 2013, with such election deadline being
fixed unless extended by ICE through further public announcement.
Shareholders of NYSE Euronext who hold shares
through a financial intermediary such as a bank, broker, trust
company or other nominee may have an earlier election deadline and
should carefully review any instructions received from their bank,
broker, trust company or other nominee in order to comply with any
earlier deadline. Information regarding merger consideration
election mechanics has previously been distributed to shareholders
of NYSE Euronext and/or their financial intermediaries located in
non-European jurisdictions, and such information will be sent to
shareholders of NYSE Euronext and/or their financial intermediaries
located in Europe in the coming days. Shareholders of NYSE Euronext
with questions regarding the election procedures or materials
should contact their financial intermediary, or Georgeson Inc., the
information agent for the transaction, at 888-566-8006 (toll free
in the United States) or 781-575-2137 (outside the United
States).
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.
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
This written 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
Group, 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
Group, 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 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 Group 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, 2013. 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, ICE Group, ICE and NYSE Euronext undertake no
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 Group has filed with the SEC a registration statement on Form
S−4, which the SEC has declared effective and which contains a
joint proxy statement/prospectus with respect to the proposed
acquisition of NYSE Euronext by ICE Group. The final joint proxy
statement/prospectus has been 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 CONTAINS 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.
NYSE EuronextMediaRobert Rendine,
212.656.2180rrendine@nyx.comorEric Ryan,
212-656-2411eryan@nyx.comorCaroline Tourrier, +33 (0)1 49 27 10
82ctourrier@nyx.comorInvestor RelationsStephen Davidson,
212-656-2183sdavidson@nyx.com
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