IntercontinentalExchange
ICE, a leading operator of global markets and clearing houses, and
NYSE Euronext NYX, today announced 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, which 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.
As previously announced, 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):
o 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");
o an amount in cash equal to $33.12, without interest (the "Cash
Consideration"); or
o 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:
o 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.
o 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.
o 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.
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