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- ICE’s acquisition of Black Knight is expected to close on September 5, 2023.
- The deadline for Black Knight stockholders to elect their preferred form of merger consideration is September 1, 2023.
Intercontinental Exchange, Inc. (NYSE: ICE) and Black Knight, Inc. (NYSE: BKI) today announced that they have entered into an Agreement Containing Consent Orders (the “ACCO”) with the Bureau of Competition of the Federal Trade Commission (the “FTC”) regarding ICE’s pending acquisition of Black Knight. The ACCO contains an agreed form of consent order that will be submitted to the FTC for acceptance and approval.
Pursuant to the previously announced Timing Agreement entered into among ICE, Black Knight and the FTC on August 6, 2023, ICE is permitted to complete its acquisition of Black Knight following 11:59 p.m. Eastern Time on the tenth calendar day after the entry into the ACCO. Accordingly, the parties expect to close the acquisition on September 5, 2023 and to complete the previously announced divestitures of Black Knight’s Empower and Optimal Blue businesses to subsidiaries of Constellation Software Inc. within 20 days thereafter.
ICE and Black Knight also announced today that the deadline for Black Knight stockholders to elect the form of merger consideration they wish to receive in the acquisition has been set for 5:00 p.m. Eastern Time, September 1, 2023 (the “Election Deadline”).
The Election Form and Letter of Transmittal (the “Election Form”) necessary for Black Knight stockholders to make an election as to the form of consideration they wish to receive was mailed (along with other election materials) beginning on March 31, 2023 to holders of record of Black Knight common stock as of March 24, 2023.
As further described in the election materials and in the proxy statement/prospectus dated March 31, 2023, Black Knight stockholders wishing to make an election must deliver to Computershare Trust Company, N.A. (the “Exchange Agent”) by the Election Deadline a properly completed and signed Election Form, together with a completed and signed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable, and if they cannot complete the procedures for book-entry transfer of their shares of Black Knight common stock into the Exchange Agent’s account prior to the Election Deadline, the Black Knight stock certificate(s) to which their Election Forms relate or a properly completed Notice of Guaranteed Delivery. Black Knight stockholders of record that hold their shares of Black Knight common stock in electronic, book-entry form may also make their election by submitting election instructions online prior to the Election Deadline by logging on to the election website at www.ComputershareCAS.com/Blackknight or https://blackknight.computersharecas.com. Black Knight stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and should carefully review any materials they received from their bank, broker or other nominee regarding how to make an election as to the form of merger consideration they wish to receive. Black Knight stockholders should carefully read all of the election materials provided to them before making their election.
Subject to the proration procedures specified in the parties’ Agreement and Plan of Merger, dated as of May 4, 2022 and amended as of March 7, 2023 (the “Merger Agreement”), Black Knight stockholders may elect to receive, in exchange for each issued and outstanding share of Black Knight common stock, the following merger consideration:
- an amount in cash (the “Per Share Cash Consideration”) equal to the sum, rounded to the nearest one tenth of a cent, of (x) $68.00 plus (y) the product, rounded to the nearest one tenth of a cent, of 0.0682 multiplied by the average of the volume weighted averages of the trading prices of ICE common stock on the New York Stock Exchange on each of the ten consecutive trading days ending on (and including) the trading day that is three trading days prior to the date on which the effective time of the acquisition occurs (the “Closing 10-Day Average ICE VWAP”); or
- a number of validly issued, fully paid and nonassessable shares of ICE common stock (the “Per Share Stock Consideration”) as is equal to the quotient, rounded to the nearest one ten thousandth, of (x) the Per Share Cash Consideration divided by (y) the Closing 10-Day Average ICE VWAP.
The elections of Black Knight stockholders will be subject to proration in accordance with the terms of the Merger Agreement, which is applicable in the event one form of merger consideration (i.e., cash or shares of ICE common stock) is undersubscribed or oversubscribed. The Merger Agreement provides that the aggregate amount of cash consideration will equal $10,505,000,000 (the “Cash Component”). The total number of shares of Black Knight common stock that will convert into the right to receive the Per Share Cash Consideration will equal the quotient, rounded down to the nearest whole share, of (i) the Cash Component divided by (ii) the Per Share Cash Consideration. All the remaining shares of Black Knight common stock not receiving the Per Share Cash Consideration will be converted into the right to receive the Per Share Stock Consideration.
If no election is made by a Black Knight stockholder, the merger consideration that stockholder will receive will be determined in accordance with the proration mechanism described above. No guarantee can be made that Black Knight stockholders will receive the amount of Per Share Cash Consideration or Per Share Stock Consideration that they elect.
Black Knight stockholders with questions regarding the Election Form or the election procedures, or who wish to obtain copies of the election materials, may contact the information agent for the transaction, Georgeson LLC, toll free within the United States and Canada at (866) 628-6021. Black Knight stockholders holding shares through a bank, broker or other nominee should contact their bank, broker or other nominee, as applicable, to obtain copies of the election materials.
