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Stock Market & Financial Investment News

News Breaks
December 21, 2012
12:59 EDTNYX, ICEICE to pay NYSE $750M if merger fails to gain antitrust clearance
In an SEC filing earlier this morning, potential penalties and other stipulations for both parties in the proposed IntercontinentalExchange (ICE) and NYSE Euronext (NYX) merger were outlined. Under the merger agreement, neither NYSE Euronext nor ICE may solicit competing proposals or, subject to exceptions that permit their respective boards of directors to take actions required by their fiduciary duties, participate in any discussions or negotiations regarding alternative business combination transactions. Either NYSE Euronext or ICE may terminate the merger agreement under certain specified circumstances, including if its respective board of directors determines in good faith that it has received a ôsuperior proposal," and the party that is not entering into the superior proposal will be entitled to a fee of $300M. In addition, in the event that either the NYSE Euronext board or the ICE board changes it recommendation under the terms of the merger agreement other than for a superior proposal, then the party changing its recommendation must pay the other $450M. In the case of a failure to obtain required antitrust clearances or regulatory approval prior to the termination date and subject to certain other conditions, the merger agreement provides for ICE to pay NYSE Euronext a $750M fee upon termination.
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