NYSE EURONEXT COMPLETES ACQUISITION OF NYFIX
New York, Nov. 30, 2009 – NYSE Euronext (NYX) today announced the completion of its acquisition, through NYSE Technologies, of NYFIX, Inc. (Nasdaq: NYFX), a leading provider of innovative solutions that optimize trading efficiency, in an all-cash deal for approximately $144 million, or $1.675 per common share without interest plus preferred stock consideration. This acquisition expands NYSE Euronext’s pre-trade product offering and global buy-side and sell-side communities.
With the completion of the acquisition, the NYFIX FIX business, which incorporates the company’s NYFIX Marketplace and the industry-leading FIX Software business, now becomes part of the offerings of NYSE Technologies. NYFIX Euro Millennium operations will cease immediately with a view to customers bringing their liquidity to SmartPool, the European dark liquidity venue created by NYSE Euronext in partnership with leading investment banks. The NYFIX Transaction Services U.S. electronic agency execution business comprised of its direct market access and algorithmic products and the Millennium Alternative Trading System, as previously announced, are being acquired by ConvergEX, subject to customary closing conditions, including regulatory approvals.
“The natural synergies born of this combination should prove beneficial for our customers and shareholders,” said Larry Leibowitz, Group Executive Vice President, Head of US Markets and Global Technology, NYSE Euronext. “This transaction complements our strategic corporate goals and expands our points of connectivity with customer trading communities. We would also like to recognize the efforts of NYFIX employees who helped to pioneer electronic trading and welcome the NYFIX community to NYSE Euronext.”
“With the NYFIX Marketplace, NYSE Technologies now provides a vital and unique connectivity link between the buy-side and sell-side at the point of origin in the trade flow process,” said Stanley Young, Chief Executive Officer of NYSE Technologies and co-CIO, NYSE Euronext. “This includes more than 450 buy-side institutions and more than 600 sell-side institutions, and connections to exchanges and other electronic trade execution venues around the world.”
NYSE Euronext’s acquisition of NYFIX was announced on Aug. 27, 2009 and was approved by NYFIX stockholders on Nov. 3, 2009.
To view video of Mr. Young with Bob Moitoso, Senior Vice President, NYSE Technologies Marketplace, addressing the acquisition, go to: http://www.nyse.com/attachment/nyfix1.htm. To view video of Lee Hodgkinson, Chief Executive Officer of Smartpool, go to: http://www.nyse.com/attachment/nyfix2.htm.
Please visit http://www.nyse.com/nyfix for more info on NYSE Technologies and the NYFIX integration.
Citigroup acted as financial advisor and Wachtell, Lipton, Rosen & Katz as legal advisor to NYSE Euronext on this transaction. NYFIX was represented by Evercore Partners as financial advisor and WilmerHale as legal advisor. The NYFIX Special Committee was advised by Greenhill & Co., LLC as financial advisor and Covington & Burling LLP as legal counsel. Evercore Partners provided a fairness opinion to NYFIX's Board of Directors and Greenhill & Co. provided a fairness opinion to the NYFIX Special Committee and to NYFIX’s Board of Directors.
About NYSE Technologies
A division of NYSE Euronext (NYX), NYSE Technologies provides comprehensive transaction, data and infrastructure services and managed solutions for buy-side, sell-side and exchange communities that require next-generation performance and expertise for mission critical and value-added client services. This division operates four units: the Global Connectivity unit, offering one of the world's largest, most reliable financial transaction networks connecting firms and exchanges worldwide; the Trading Solutions unit, which creates and implements high performance, end-to-end messaging software and real-time market data distribution and integration products; the Exchange Solutions unit, which provides multi-asset exchange platform services, managed services and expert consultancy; and the Global Market Data unit, which offers a broad array of global market information products covering multiple asset classes. With offices across the U.S. , Europe, and Asia , NYSE Technologies' advanced integrated solutions for a wide range of services has earned the ability to power the trading operations of global financial institutions and exchanges. For additional information visit: http://www.nyse.com/technologies
SmartPool Trading Limited is a UK registered company providing a European dark pool for the execution of institutional order flow. Created by NYSE Euronext in partnership with J.P. Morgan, HSBC and BNP Paribas, SmartPool is a Multi Lateral Trading Facility (MTF) approved and regulated by the Financial Services Authority (FSA). Headquartered in London , SmartPool has its own management team and an independent board of directors. For further information, please visit: www.tradeonsmartpool.com
Forward Looking Statements
This press release may contain forward-looking statements, including 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 reference document for 2008 ("document de référence") filed with the French Autorité des Marchés Financiers (Registered on April 28, 2009 under No. R. 09-031), 2008 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 here.