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NYSE Euronext And IntercontinentalExchange Announce Preliminary Results Of Proration Calculations

Stocks in this article: ICE NYX

IntercontinentalExchange (NYSE:ICE), a leading operator of global markets and clearing houses, and NYSE Euronext (NYSE: NYX), today announced the preliminary results of the proration calculations performed by Computershare Inc., the exchange agent for ICE’s pending acquisition of NYX.

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):

  • 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.

As previously announced, 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. Based on available information as of 5:00 p.m., New York City time, on November 1, 2013, and subject to final determination:

  • Stockholders of NYX 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, and therefore were deemed to have elected the Standard Consideration, will receive the Standard Consideration.
  • Stockholders of NYX who elected to receive the Cash Consideration will receive the Cash Consideration.
  • Stockholders of NYX who elected to receive the Stock Consideration will 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 equal to 0.171200756 and an amount of cash equal $11.154424.

As previously announced, ICE and NYX expect to complete the pending acquisition within two business days after receipt of the final regulatory approvals, which ICE and NYX expect to receive in the coming days.

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