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Stock Market & Financial Investment News

News Breaks
December 20, 2012
08:28 EDTICE, NYXICE acquires NYSE Euronext for $33.12 per share in $8.2B deal
IntercontinentalExchange (ICE) and NYSE Euronext (NYX) announced a definitive agreement for ICE to acquire NYSE Euronext in a stock-and-cash transaction. Under the terms of the agreement, which was unanimously approved by the boards of both companies, the transaction is currently valued at $33.12 per NYSE Euronext share, or a total of approximately $8.2B, based on the closing price of ICE’s stock on December 19. NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of $33.12 in cash, 0.2581 IntercontinentalExchange common shares or a mix of $11.27 in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of approximately $2.7B and a maximum aggregate number of ICE common shares of approximately 42.5M. The overall mix of the $8.2B of merger consideration being paid by ICE is approximately 67% shares and 33% cash. NYSE Euronext shareholders will own approximately 36% of ICE shares post-transaction. The transaction is expected to close in the second half 2013. The majority of run-rate expense synergies of $450M are expected to be achieved in the second full year post-closing. Earnings accretion of greater than 15% is expected in the first year post-closing. ICE will maintain dual headquarters in Atlanta and New York. New York headquarters will be located in the Wall Street building. ICE will also open a new midtown Manhattan office in June 2013. ICE intends to explore an initial public offering of Euronext as a Continental European-based entity following the closing of the acquisition if market conditions and European policy makers support the offering. Jeffrey Sprecher will continue as Chairman and CEO of the combined company and Scott Hill as CFO. Duncan Niederauer will be President of the combined company and CEO of NYSE Group. Four members of the NYSE Euronext board will be added to the ICE board which will be expanded to 15 members.
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