Today the French market regulator Autorité des Marchés Financiers (AMF) published the preliminary results of the exchange offer by NYSE Euronext, Inc. (NYSE Euronext), through its indirect wholly-owned subsidiary NYSE Euronext (Holding) N.V., for all outstanding shares of Euronext N.V. (Euronext). The offer expired on March 21, 2007. From February 15, 2007 to March 21, 2007, 102,897,398 Euronext shares were tendered representing 91.4% of Euronext’s share capital and 92.2% of the voting rights. The number of shares tendered significantly exceeded the number required to meet the minimum tender condition of 50% plus 1 shares. The settlement and delivery with respect to tendered Euronext shares, as well as the admission of the NYSE Euronext common stock to trade on Euronext Paris and on the NYSE will take place before the start of trading on April 4, 2007. Jan-Michiel Hessels, current Chairman of the Supervisory Board of Euronext and future Chairman of the Board of Directors of NYSE Euronext, said: "On behalf of the Supervisory Board of Euronext, I would like to express warm thanks to all shareholders who have supported our historical combination with NYSE Group by tendering their shares and in so doing creating the world’s largest exchange group, with bases in both Europe and the United States, in both the euro and dollar zones. This transaction, the largest ever in our sector, in which Jean-François Théodore and John Thain played a leadership role, will generate cost and revenue synergies that will serve both our clients and our shareholders." Marshall N. Carter, current NYSE Group Chairman and the future Deputy Chairman of the Board of Directors of NYSE Euronext, said: "On behalf of the NYSE Group Board of Directors and our management team, I offer my thanks and gratitude to the shareholders of both Euronext and NYSE Group for their overwhelming support for this historic transaction. We are committed to the success of NYSE Euronext and delivering the many benefits of this combination to all of our stakeholders, particularly our customers and shareholders. We look forward to the first day of trading of NYSE Euronext on April 4th." The AMF will publish the definitive results of the offer on March 30, 2007. Within ten trading days of that date, the offer will be reopened for ten trading days for shareholders who have not yet tendered their shares and who wish to participate in the exchange offer. The terms of this subsequent offer period will be identical to the initial offer. Notes to editors: • 1.2633 shares of NYSE Euronext common stock (which is referred to as the stock election); or • €95.07 in cash, without interest (which is referred to as the cash election). The stock election and cash election are subject to proration and allocation to ensure that the total amount of cash paid, and the total number of shares of NYSE Euronext common stock issued, in the offer will equal the total amount of cash and number of shares that would be paid and issued if all tendering Euronext shareholders received the standard offer consideration.
About NYSE Group, Inc The NYSE is the world’s largest and most liquid cash equities exchange. The NYSE provides a reliable, orderly, liquid and efficient marketplace where investors buy and sell listed companies’ common stock and other securities. On December 31, 2006, the operating companies listed on the NYSE represented a total global market capitalization of $25.0 trillion. NYSE Arca, Inc. operates the former ArcaEx®, the first open, all-electronic stock exchange in the United States, which has a leading position in trading exchange-traded funds and exchange-listed securities. NYSE Arca, Inc. is also an exchange for trading equity options. NYSE Arca, Inc.’s trading platforms provide customers with fast electronic execution and open, direct and anonymous market access. NYSE Regulation, an independent not-for-profit subsidiary, regulates member organizations through the enforcement of marketplace rules and federal securities laws. NYSE Regulation also ensures that companies listed on the NYSE and NYSE Arca meet their financial and corporate governance listing standards. For more information on NYSE Group, go to: www.nyse.com. About Euronext N.V. After the initial three-way merger of the local exchanges of Amsterdam, Brussels and Paris, Euronext acquired the London-based derivatives market LIFFE and merged with the Portuguese exchange in 2002. The implementation of Euronext’s horizontal market model, designed to generate synergies by incorporating the individual strengths and assets of each local market, has proved that the most successful way to merge European exchanges is to apply global vision at a local level. This unique business model has been implemented on all of Euronext’s markets, and covers technological integration, the reorganisation of activities into cross-border, streamlined strategic business units (SBUs) and the harmonisation of market rules and the regulatory framework. Euronext’s IT integration was completed in 2004, when a four-year migration plan resulted in harmonised IT platforms for cash trading (NSC), derivatives (LIFFE CONNECT®) and clearing. As a result, every market participant now has a single point of access to trading. Another step forward in the rationalisation of Euronext’s IT structure was made in 2005 with the creation of Atos Euronext Market Solutions (AEMS), an IT services-related vehicle between Euronext and Atos Origin that is a leading global provider of technology services to the capital markets. Cautionary Note Regarding Forward-Looking Statements Additional Information About a Pending Transaction
Antoinette Darpy/Euronext N.V. |