ATLANTAand NEW YORK, UU – IntercontinentalExchange, a leading operator of global markets and clearing houses, and NYSE Euronext announced last Friday the preliminary results of the elections made by shareholders of NYX regarding their preference as to the form of merger consideration they will receive in connection with ICE’s pending acquisition of NYX.
The acquisition is currently expected to be effective within two business days after receipt of the final regulatory approvals, which ICE and NYX expect to receive in the coming days.
Under the terms of the Amended and Restated Agreement and Plan of Merger, dated as of March 19, 2013 (the “Merger Agreement”), by and among NYX, ICE, IntercontinentalExchange Group, Inc. (“ICE Group”), Braves Merger Sub, Inc., and NYSE Euronext Holdings LLC (f/k/a Baseball Merger Sub, LLC), subject to proration, allocation and certain limitations set forth in the Merger Agreement, shareholders of NYX had the option to elect to receive for each share of NYX common stock (except for excluded shares and dissenting shares as more particularly set forth in the Merger Agreement):
- a number of validly issued, fully paid and non-assessable shares of common stock of ICE Group, par value $0.01 per share (each, an “ICE Group Share”) equal to 0.1703 and an amount of cash equal to $11.27, without interest (together, the “Standard Consideration”);
- an amount in cash equal to $33.12, without interest (the “Cash Consideration”); or
- a number of ICE Group Shares equal to 0.2581 (the “Stock Consideration”).
Based on available information as of 5:00 p.m., New York City time, on October 31, 2013 (the “Election Deadline”), the preliminary merger consideration election results were as follows:
- Holders of approximately 2.78% of the outstanding shares of NYX common stock, or 6,763,293 shares of common stock, elected the Standard Consideration.
- Holders of approximately 0.43% of the outstanding shares of NYX common stock, or 1,051,893 shares of common stock, elected the Cash Consideration.
- Holders of approximately 81.74% of the outstanding shares of NYX common stock, or 198,874,449 shares of common stock, elected the Stock Consideration.
Holders of approximately 15.04% of the outstanding shares of NYX common stock, or 36,602,258 shares of common stock, failed to make a valid election prior to the Election Deadline, and therefore are deemed to have elected the Standard Consideration.
Because the Stock Consideration option was substantially oversubscribed, the consideration to be received by the holders who elected the Stock Consideration will be prorated pursuant to the terms set forth in the Merger Agreement.
After the final results of the merger consideration election process are determined, the final allocation of merger consideration will be calculated in accordance with the terms of the Merger Agreement.
