NYSE EURONEXT 
By | NYSE Euronext and IntercontinentalExchange Announce Preliminary Shareholder Merger Consideration Election Results |
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):
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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");
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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:
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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.
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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.
About IntercontinentalExchange
IntercontinentalExchange (NYSE: ICE) is a leading operator of regulated exchanges and clearing houses serving the risk management needs of global markets for agricultural, credit, currency, emissions, energy and equity index products. www.theice.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding IntercontinentalExchange's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors 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.
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. For more information, please visit: http://www.nyx.com.
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.
CONTACT - Media
Robert Rendine: 212.656.2180;rrendine@nyx.com
Eric Ryan: 212.656.2411; eryan@nyx.com
Caroline Tourrier: +33 (0)1 49 27 10 82; ctourrier@nyx.com
CONTACT - Investor Relations
Stephen Davidson: 212.656.2183;sdavidson@nyx.com
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