NYSE Euronext (NYX) and the American Stock Exchange(R) (Amex(R)) announced today that members of The Amex Membership Corporation (AMC) approved the adoption of the merger agreement between AMC and NYSE Euronext and certain of their subsidiaries. The Securities and Exchange Commission must still approve the rule changes related to the transaction before it becomes final.
Preliminary results indicate that the AMC memberships voted 695 to 7 in favor of the transaction. The number of AMC memberships voted in favor of the transaction represented approximately 84% of the total AMC memberships outstanding and entitled to vote on this transaction.
"On behalf of all my colleagues at NYSE Euronext, I want to thank the AMC membership for approving this historic combination," said Duncan L. Niederauer, NYSE Euronext CEO. "We look forward to closing the transaction and to bringing our businesses together for the benefit of our customers and shareholders."
"We are pleased that the AMC membership strongly supports this transaction," said Neal Wolkoff, Amex Chairman and CEO. "The approval by seat owners is an important step to complete this compelling and strategic business combination."
Under the terms of the agreement, NYSE Euronext will pay $260 million in NYSE Euronext common stock for the Amex. In addition, Amex members will be entitled to receive additional shares of NYSE Euronext common stock calculated by reference to net proceeds, if any, from the expected sale of Amex's lower Manhattan headquarters.
Lehman Brothers is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to NYSE Euronext on this transaction. Amex is represented by Morgan Stanley as financial advisor and Milbank, Tweed, Hadley & McCloy LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisors.
About NYSE Euronext
NYSE Euronext (NYX) operates the world's leading and most liquid exchange group, and seeks to provide the highest levels of quality, customer choice and innovation. Its family of exchanges, located in six countries, includes the New York Stock Exchange, the world's largest cash equities market; Euronext, the Eurozone's largest cash equities market; Liffe, Europe's leading derivatives exchange by value of trading; and NYSE Arca Options, one of the fastest growing U.S. options trading platforms. NYSE Euronext offers a diverse array of financial products and services for issuers, investors and financial institutions in cash equities, options and derivatives, ETFs, bonds, market data, and commercial technology solutions. NYSE Euronext's nearly 4,000 listed companies represent a combined $28.5 / 18.4EUR trillion (as of May 31, 2008), in total global market capitalization more than four times that of any other exchange group. NYSE Euronext's equity exchanges transact an average daily trading value of approximately 157.5 /103.4 billion (as of May 31, 2008), which represents more than one-third of the world's cash equities trading. NYSE Euronext is part of the S&P 500 index and the only exchange operator in the S&P 100 index. For more information, please visit www.nyx.com.
About American Stock Exchange
The American Stock Exchange(R) (Amex(R)) offers trading across a full range of equities, options and exchange traded funds (ETFs), including structured products and HOLDRS(SM). In addition to its role as a national equities market, the Amex has been the pioneer of the ETF, responsible for bringing the first domestic product to market in 1993. Leading the industry in ETF listings, the Amex lists 406 ETFs to date. The Amex is also one of the largest options exchanges in the U.S., trading options on broad-based and sector indexes as well as domestic and foreign stocks.
