NYSE Euronext (NYX) (the “Company”) today announced the early indicative response to its cash tender offer (the “Offer”) to purchase up to €250,000,000 (subject to increase or decrease, the “Tender Cap”) of its outstanding 5.375% Notes due 2015 (the “Notes”), as set forth in the Tender Offer Memorandum dated September 14, 2012 (the “Tender Offer Memorandum”).
As at 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012 (the “Early Tender Time”), the following valid early tenders had been received:
|
Title of Security |
ISIN Code |
Principal Amount Outstanding |
Valid Early Tenders Received |
Early Participation Rate |
|
5.375% Notes due 2015 |
XS0358820222 |
€1,000,000,000 |
€80,000,000 |
8% |
The amount of valid early tenders received is subject to confirmation at the time of the announcement of the early results and pricing of the Offer.
On October 1, 2012, the Company priced New Notes in an aggregate principal amount of US$850,000,000, and the underwriting agreement relating thereto among the Company and the underwriters was executed. The New Notes are expected to be issued on October 5, 2012, and thus early or final settlement of the Offer remains subject to the satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition.
Pursuant to the Tender Offer Memorandum, the Reference Yield and the Full Tender Offer Consideration per €1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time will be calculated at 14:00 hours CET (8:00 a.m., New York City) on October 2, 2012 (the “Price Determination Time”). The early results and pricing of the Offer will be announced promptly after the Price Determination Time.
The Company intends to accept all valid early tenders received, but as noted above, this acceptance remains subject to the satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition. The Early Settlement Date for Notes accepted for purchase on the Early Acceptance Date, if any, is expected to be October 5, 2012, but may change depending on when (or if) the Financing Condition is satisfied.
The Offer will expire at 17:00 hours CET (11:00 a.m., New York City time), on October 16, 2012, unless extended or earlier terminated by the Company, and the Final Settlement Date, if any, is expected to be October 18, 2012, but also may change depending on when (or if) the Financing Condition referred to above is satisfied and also depending on the amount of Notes tendered after the Early Tender Time.
Full details of the terms and conditions of the Offer are set out in the Tender Offer Memorandum, which is available from the Tender Agent. Capitalized terms in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Notes or an offer to sell or the solicitation of an offer to purchase any new securities. The Offer is being made solely pursuant to the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made to participate in the Offer.
Additional Information
The Company has retained Societe Generale Corporate and Investment Banking, Credit Agricole CIB and Lloyds Bank as Dealer Managers of the Offer. Lucid Issuer Services Limited is the Tender Agent for the Offer.
The following is contact information for the Dealer Managers and Tender Agent:
Dealer Managers: Société Générale, 17, Cours Valmy, 92987 Paris La Défense, France (Tel: +1 (212) 278 6964 (for U.S. persons) / +33 1 58 98 45 81 (for non-U.S. persons), e-mail: liability.management@sgcib.com); Crédit Agricole Corporate and Investment Bank, Broadwalk House, 5 Appold Street, EC2A 2DA London, United Kingdom (Tel: +44 20 7214 7408 begin_of_the_skype_highlighting FREE +44 20 7214 7408 end_of_the_skype_highlighting / +44 20 7214 6712 begin_of_the_skype_highlighting FREE +44 20 7214 6712 end_of_the_skype_highlighting, e-mail: steve.sahara@ca-cib.com, jonathan.blondeau@ca-cib.com); and Lloyds TSB Bank plc, 10 Gresham Street, London EC2V 7AE, United Kingdom (Tel: +44 20 7158 3981 begin_of_the_skype_highlighting FREE +44 20 7158 3981 end_of_the_skype_highlighting, email: liability.management@lloydsbanking.com)
Tender Agent: Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United Kingdom (Tel. +44 20 7704 0880 begin_of_the_skype_highlighting FREE +44 20 7704 0880 end_of_the_skype_highlighting, e-mail: nyseeuronext@lucid-is.com)
The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the relevant Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
