NYSE Euronext, Inc., NYSE Group, Inc. and Euronext N.V. have announced that NYSE Euronext, Inc., through its indirect wholly owned subsidiary NYSE Euronext (Holding) N.V., will commence an exchange offer today, Thursday, February 15 for all of the outstanding shares of Euronext. The exchange offer will close on March 21, 2007 and the settlement and delivery of the offer, as well as the admission of the NYSE Euronext shares on Euronext Paris and on NYSE, is expected to take place on April 4, 2007.
"We are committed to bringing these two great businesses together to form the world’s first truly global financial marketplace group,” said Marshall N. Carter, Chairman, NYSE Group. “Together, we will strengthen our leadership position and better serve our customers in our home markets and throughout the world. On behalf of my colleagues on the NYSE Group board of directors, I want to thank the NYSE Group and Euronext shareholders for their overwhelming support of this transaction and look forward to serving their interests as a combined company.”
“The Euronext supervisory board has recommended that shareholders tender their shares in the exchange offer because it considers that the offer is fair to our shareholders, and that the combination of Euronext and NYSE Group will create significant cost savings and revenue synergies, allowing us to preserve Euronext’s successful federal business model, while bringing additional business advantages for our users,” said Jan-Michiel Hessels, Chairman of the Supervisory Board of Euronext.
The standard offer consideration that Euronext shareholders will receive for each Euronext share that they tender in the offer is €21.32 in cash, without interest, and 0.98 of a share of NYSE Euronext common stock. In lieu of receiving this standard consideration, Euronext shareholders have the alternate ability to receive for each of their tendered shares:- 1.2633 NYSE Euronext shares (which is referred to as the stock election); or
- €95.07 in cash, without interest (which is referred to as the cash election).
The stock election and cash election are subject to proration and allocation to ensure that the total amount of cash paid, and the total number of shares of NYSE Euronext common stock issued, in the offer will equal 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.
The offer will expire on March 21, 2007, unless it is extended.
Euronext shareholders are urged to read the offering materials filed by NYSE Euronext and Euronext, which contain important information about the exchange offer.
The French offering materials, which include NYSE Euronext’s French offer document (note d’information registered under No.07-018 on January 18, 2007), Euronext’s French response document (note en réponse registered under No.07-019 on January 18, 2007), NYSE Euronext’s French registration statement (document de base registered under No.I.06-184 on November 30, 2006) and the two separate updates on the characteristics of NYSE Euronext. and Euronext dated February 14, 2007, have been filed with the French Autorité des marchés financiers (or the AMF) in France and are available on the AMF’s website at www.amf-france.org or on www.euronext.com.
The U.S. offering materials, which include NYSE Euronext’s registration statement on Form S-4 (Registration No. 333-137506) filed with the SEC and a related prospectus that will be filed with the SEC, will be available on the SEC's website at www.sec.gov and on www.nyse.com . U.S. holders of Euronext shares should read the prospectus when it becomes available, as opposed to the French offering materials.
NYSE Euronext Inc., a company with registered offices in the State of Delaware, United States, will, upon closing of the combination, combine the world’s largest and most liquid group of exchanges with a combined market capitalization of around $24 billion or €18 billion. The combined company will be the largest cash equities marketplace group with a €19.5 trillion / $25.8 trillion combined total global market capitalization of its listed companies, and will also have global market leadership positions in derivatives, market data and technology. Average daily trading value of NYSE Euronext will be approximately €77 billion / $102 billion, and the company will encompass the world’s premier listing venues. NYSE Group (NYSE: NYX) and Euronext announced plans to combine their businesses on June 1, 2006.
