IntercontinentalExchange Announces Timeline for Completing Acquisition of NYSE Euronext

News provided by

IntercontinentalExchange

Nov 08, 2013, 04:10 ET

ATLANTA, Nov. 8, 2013 /PRNewswire/ -- IntercontinentalExchange, Inc. (NYSE: ICE), a leading operator of global markets and clearing houses, today provided the following statements and timeline for completing its acquisition of NYSE Euronext. ICE and NYSE Euronext now have all regulatory approvals necessary to proceed with closing their previously announced transaction and intend to close the transaction on November 13, 2013. Trading in IntercontinentalExchange, Inc. stock and NYSE Euronext stock will cease at the end of the trading day on November 12, 2013 and trading in IntercontinentalExchange Group, Inc. stock will begin on November 13, 2013 under the ticker symbol "ICE" and will continue to trade on the New York Stock Exchange.  The new ICE stock CUSIP number will be 45866F 104.

Under the terms of the Merger Agreement, shareholders of NYSE Euronext had the option to elect to receive for each share of NYSE Euronext 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 the Company's common stock, 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"). 

As previously announced, because the Stock Consideration option was substantially oversubscribed, the consideration to be received by the holders who elected the Stock Consideration was prorated pursuant to the terms of the Merger Agreement.  The companies can now confirm the final election results, which are set out below and are the same as the preliminary results previously disclosed:

  • Stockholders of NYSE Euronext who elected to receive the Standard Consideration and those that failed to make a valid election prior to 5:00 p.m., New York City time, on October 31, 2013, the election deadline, will receive the Standard Consideration.
  • Stockholders of NYSE Euronext who elected to receive the Cash Consideration will receive the Cash Consideration.
  • Stockholders of NYSE Euronext who elected to receive the Stock Consideration will receive, for each share of NYSE Euronext 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 ICE Group Shares equal to 0.171200756 and an amount of cash equal $11.154424.

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 

The following are trademarks of IntercontinentalExchange, Inc. and/or its affiliated companies: IntercontinentalExchange, ICE, ICE and block design, ICE Futures Europe, ICE Clear Europe, ICE Clear Canada, ICE Clear US, ICE Clear Credit, ICE Futures U.S., and ICE OTC. All other trademarks are the property of their respective owners. For more information regarding registered trademarks owned by IntercontinentalExchange, Inc. and/or its affiliated companies, see https://www.theice.com/terms.jhtml

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.

ICE-CORP

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SOURCE IntercontinentalExchange

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