IntercontinentalExchange (NYSE: ICE) today announced that the U.S. Securities and Exchange Commission has declared effective the ICE Registration Statement on Form S-4 with respect to the proposed merger with the New York Board of Trade® (NYBOT®). Under the terms of the Agreement and Plan of Merger, NYBOT has scheduled a special meeting of its members for December 11, 2006, to approve the transaction. NYBOT will begin mailing the prospectus/proxy statement to its members today, Monday, November 20.
“In our pursuit to bring continued innovation and scale to our rapidly growing global commodity marketplace, this acquisition provides mutual benefits of a diverse product offering, technology and additional clearing opportunities to our respective market participants,” said ICE CEO Jeffrey C. Sprecher. “We believe this transaction will provide a significant platform for future growth and, importantly, represents significant value for our customers and shareholders.”
Completion of the merger requires the affirmative vote of two-thirds of the votes cast at the special meeting by NYBOT members constituting a quorum. If approved, the transaction will combine the leading electronic energy marketplace and soft commodities exchange in the world. NYBOT’s markets will be enhanced by ICE’s leading edge electronic trading platform, and ICE will be able to utilize NYBOT’s commodities clearinghouse. Upon closing, NYBOT will become a wholly-owned subsidiary of ICE and will be a for-profit corporation.
NYBOT’s board of governors overwhelmingly recommends that NYBOT members vote “for” the approval and adoption of the Agreement and Plan of Merger. The companies announced the merger agreement on September 14, 2006, and the transaction is expected to close in early 2007, pending final regulatory approval from the Commodity Futures Trading Commission and a tax ruling from the Internal Revenue Service. The prospectus/proxy statement is available at: www.sec.gov, www.theice.com, and the NYBOT member website.
Important Acquisition Information
In connection with the proposed merger, ICE has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a prospectus/proxy statement regarding the proposed transaction. The SEC declared the Registration Statement on Form S-4 effective on November 17, 2006. INVESTORS ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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 such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the Company’s Securities and Exchange Commission filings, including, but not limited to, the risk factors in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and the Company’s Registration Statement on Form S-4 (File No. 333-138312), as filed with the Securities and Exchange Commission on November 16, 2006.
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IntercontinentalExchange Registration Statement Declared Effective - New York Board Of Trade Sets December 11 Vote On Proposed Acquisition
Date 20/11/2006