NYSE Group and Euronext Shareholders to Vote on Merger
The Securities and Exchange Commission on Nov. 27 declared effective the Form S-4 registration statement relating to the proposed combination between NYSE Group, Inc., and Euronext N.V. NYSE Group and Euronext have entered into an agreement providing for a combination of their businesses under a new holding company named NYSE Euronext. The combination will create the first global exchange group, encompassing seven exchanges in six countries.
NYSE Group’s board of directors has scheduled a special meeting of stockholders in New York City on Wednesday, Dec. 20, 2006, at Eastern Standard Time at which they will ask the NYSE Group stockholders to vote to approve the proposed business combination.
“On behalf of Marsh Carter, our chairman, and the other directors of the NYSE Group board, I welcome the opportunity to present this proposal to our shareholders,” said NYSE Group CEO John A. Thain. “Our board unanimously recommends that NYSE Group shareholders vote to approve and adopt the combination agreement and transaction with Euronext to create the world’s first truly global financial marketplace.”
Completion of the combination requires, among other things, approval of (1) the holders of a majority of the shares of NYSE Group common stock outstanding and entitled to vote at the NYSE Group special meeting as of Nov. 17, 2006, the record date for NYSE Group’s special meeting; and (2) a majority of the votes validly cast at the Euronext Extraordinary General Meeting of Shareholders, which is scheduled to be held on Tuesday, Dec. 19, 2006, at 11:00 a.m. Central European Time in Amsterdam, The Netherlands. After receipt of shareholder approval and the requisite regulatory approvals, NYSE Euronext will launch an exchange offer to acquire all of the outstanding shares of Euronext.
If the combination is approved by NYSE Group and Euronext shareholders and the exchange offer for Euronext shares is successful, the companies expect to close the transaction in the first quarter of 2007.
Additional Information About a Pending Transaction
In connection with the proposed business combination transaction between NYSE Group and Euronext, a newly formed holding company, NYSE Euronext, has filed with the SEC a Registration Statement on Form S-4 (File No. 333-137506) (the “S-4”) that includes preliminary versions of the following documents: a proxy statement of NYSE Group, a shareholder circular of Euronext, and an exchange offer prospectus, each of which constitutes a prospectus of NYSE Euronext. The parties will file other relevant documents concerning the proposed transaction with the SEC. NYSE Group intends to mail the final proxy statement/prospectus to its shareholders and Euronext intends to mail the final shareholder circular/prospectus and final exchange offer prospectus to its shareholders.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS, SHAREHOLDER CIRCULAR/PROSPECTUS AND EXCHANGE OFFER PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION, WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the S-4 and the final proxy statement/prospectus, shareholder circular prospectus, and exchange offer prospectus, and other related documents filed by NYSE Group and NYSE Euronext with the SEC at the SEC's Web site at www.sec.gov. The final proxy statement/prospectus, shareholder circular/prospectus, and exchange offer prospectus, and the other documents may also be obtained for free by accessing NYSE Group’s Web site at http://www.nyse.com.
NYSE Group, Euronext and their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NYSE Group stockholders in respect of the proposed business combination transaction. You can find information about NYSE Group's executive officers and directors in NYSE Group's definitive proxy statement filed with the SEC on April 11, 2006 . You can obtain free copies of these documents and of the final proxy statement/prospectus, if and when it becomes available, from NYSE Group by contacting its investor relations department. Additional information regarding the interests of such potential participants has been included in the S-4 and will be included in the final proxy statement/prospectus, and the other relevant documents filed with the SEC.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.