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NYSE Euronext offer for Euronext shares results in 97.77% of voting rights tendered
Paris and New York, 23 April 2007 -- Today the French market regulator Autorité des Marchés Financiers (AMF) published the final results of the exchange offer by NYSE Euronext (NYSE Euronext: NYX), through its indirect wholly-owned subsidiary NYSE Euronext (Holding) N.V., for all outstanding shares of Euronext N.V. (Euronext). During the initial and subsequent offer periods, which lasted from February 15 to March 21, 2007 and from April 2 to April 17, 2007, Euronext shareholders tendered 102,897,398 and 6,251,579 Euronext shares, respectively, representing a total of 96.97% of Euronext’s share capital and 97.77% of the voting rights. The settlement and delivery of the subsequent offer period will take place on 27 April 2007.

As NYSE Euronext through its indirect wholly owned subsidiary NYSE Euronext (Holding) N.V. will hold more than 95% of the Euronext share capital as of 27 April 2007, it plans to initiate, through its subsidiary, a compulsory acquisition procedure in accordance with the Dutch civil code. In this compulsory acquisition, the price to be paid for Euronext shares will be paid in cash only, in an amount determined by the Enterprise Chamber of the Amsterdam Court of Appeals. It is anticipated that this process will take several months to complete.

Notes to editors:
In the exchange offer, Euronext shareholders were permitted to exchange each of their Euronext shares for €21.32 in cash and 0.98 of a share of NYSE Euronext common stock (the standard offer consideration). The exchange offer also included a mix and match election feature, subject to pro-ration, that permitted Euronext shareholders to make an election to receive 1.2633 shares of NYSE Euronext common stock (the stock election) or €95.07 in cash (the cash election). The stock election and cash election were subject to pro-ration to ensure that the total amount of cash paid, and the total number of shares of NYSE Euronext common stock issued, in the exchange offer would be equal to 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 Euronext
NYSE Euronext, a holding company created by the combination of NYSE Group, Inc. and Euronext N.V., commenced trading on April 4, 2007. NYSE Euronext (NYSE/New York and Euronext/Paris: NYX) operates the world’s largest and most liquid exchange group and offers the most diverse array of trading products and services. NYSE Euronext, which brings together six cash equities exchanges in five countries and six derivatives exchanges, is a world leader for listings, trading in cash equities, equity and interest rate derivatives, bonds and the distribution of market data. Representing a combined $28.5 trillion/€21.5 trillion total market capitalization of listed companies and average daily trading value of approximately $118.8 billion/€89.9 billion (as of February 28, 2007), NYSE Euronext seeks to provide the highest standards of market quality and integrity, innovative products and services to investors, issuers, and all users of its markets.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning NYSE Euronext’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on NYSE Euronext’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause NYSE Euronext’s results to differ materially from current expectations include, but are not limited to: NYSE Euronext’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in NYSE Euronext’s Registration Statement on Form S-4 (File No. 333-137506), NYSE Euronext Registration Statement (document de base) filed with the French Autorité des Marchés Financiers (Registered on November 30, 2006 under No. 06-0184), Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission or the French Autorité des Marchés Financiers. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by NYSE Euronext that the projections will prove to be correct. This press release speaks only as of this date. NYSE Euronext disclaims any duty to update the information herein.

 

Contact:Antoinette Darpy/Paris
Phone: +33 1 49 27 53 75 
Email: a.darpy@euronext.com



Contact: Rich Adamonis/New York
Phone: 212.656.2140
Email:  radamonis@nyse.com