NEW YORK, July 7, 2011 – NYSE Euronext (NYSE:NYX) today announced that its shareholders have approved the adoption of the business combination agreement with Deutsche Boerse AG (XETRA: DB1) and related proposals. The proposals, which required approval by a majority of the outstanding shares or in some cases majority of shares voted of NYSE Euronext common stock, were approved at a special shareholders meeting held today in New York. Based on preliminary results, approximately 96.09% of the shares present at the special meeting voted for the approval of the combination, representing 65.68% of NYSE Euronext’s outstanding common shares.
“We are delighted that our shareholders support the value inherent in this compelling combination with Deutsche Boerse and recognize the substantial benefits the combined company will be positioned to provide,” said Jan-Michiel Hessels, Chairman of the Board of NYSE Euronext.
“This approval is an important milestone in our path to completing this combination, bringing us one step closer to creating the premier global venue for capital raising and a world leader in derivatives and risk management. I would like to thank our shareholders for their careful consideration and engagement on this historic proposal, and for their strong validation of the long term value we believe we will create,” said Duncan L. Niederauer, CEO of NYSE Euronext.
The combination of Deutsche Boerse/NYSE Euronext offers:
- Compelling industrial logic based on a shared vision that is consistent with the long-term strategy of both companies;
- A business that preserves competition and delivers clear benefits to clients and customers;
- The potential for superior cash flow generation and a credit profile and balance sheet that will provide financial flexibility to invest, grow and innovate;
- Synergies of EUR550 million ($798 million), including EUR400 million ($580 million) in full run-rate cost savings and EUR150 million ($218 million) in revenue enhancements.
Completion of the combination is subject to a 75% acceptance level of the exchange offer to Deutsche Boerse shareholders; approval by the relevant competition and financial, securities and other regulatory authorities in the U.S. and Europe; and customary closing conditions. The acceptance period during which shareholders of Deutsche Boerse can tender their shares in exchange for shares in the new combined company will end next week, on July 13, 2011.
The independent Inspector of the Meeting, Mackenzie Partners, will tabulate all proxies and ballots submitted at the Special Meeting. Final results will be released after the votes have been tabulated and certified, which is expected within approximately one week.