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Today the French market regulator Autorité des Marchés Financiers (AMF) published the final results of the exchange offer by NYSE Euronext (NYSE Euronext: NYX), through its indirect wholly-owned subsidiary NYSE Euronext (Holding) N.V., for all outstanding shares of Euronext N.V. (Euronext). During the initial and subsequent offer periods, which lasted from February 15 to March 21, 2007 and from April 2 to April 17, 2007, Euronext shareholders tendered 102,897,398 and 6,251,579 Euronext shares, respectively, representing a total of 96.97% of Euronext’s share capital and 97.77% of the voting rights. The settlement and delivery of the subsequent offer period will take place on 27 April 2007.
As NYSE Euronext through its indirect wholly owned subsidiary NYSE Euronext (Holding) N.V. will hold more than 95% of the Euronext share capital as of 27 April 2007, it plans to initiate, through its subsidiary, a compulsory acquisition procedure in accordance with the Dutch civil code. In this compulsory acquisition, the price to be paid for Euronext shares will be paid in cash only, in an amount determined by the Enterprise Chamber of the Amsterdam Court of Appeals. It is anticipated that this process will take several months to complete.
Background
In the exchange offer, Euronext shareholders were permitted to exchange each of their Euronext shares for €21.32 in cash and 0.98 of a share of NYSE Euronext common stock (the standard offer consideration). The exchange offer also included a mix and match election feature, subject to pro-ration, that permitted Euronext shareholders to make an election to receive 1.2633 shares of NYSE Euronext common stock (the stock election) or €95.07 in cash (the cash election). The stock election and cash election were subject to pro-ration to ensure that the total amount of cash paid, and the total number of shares of NYSE Euronext common stock issued, in the exchange offer would be equal to the total amount of cash and number of shares that would be paid and issued if all tendering Euronext shareholders received the standard offer consideration.
