IntercontinentalExchange(NYSE: ICE), a leading operator of global markets and clearing houses, and NYSE Euronext(NYSE: NYX), the preeminent global equity, equity options and fixed income derivatives market operator, today announced a definitive agreement for ICE to acquire NYSE Euronext in a stock-and-cash transaction. The acquisition combines two leading exchange groups to create a premier global exchange operator diversified across markets including agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates. With leading clearing capabilities, the combined company will be well positioned to deliver efficiencies while serving customer demand for clearing and risk management globally.
Under the terms of the agreement, which was unanimously approved by the Boards of both companies, the transaction is currently valued at $33.12 pe rNYSE Euronext share, or a total of approximately$8.2 billion, based on the closing price of ICE's stock onDecember 19, 2012. NYSE Euronext shareholders will have the option to elect to receive consideration perNYSE Euronextshare of (i)$33.12in cash, (ii) 0.2581IntercontinentalExchangecommon shares or (iii) a mix of$11.27in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of approximately$2.7 billionand a maximum aggregate number of ICE common shares of approximately 42.5 million. The overall mix of the $8.2 billion of merger consideration being paid by ICE is approximately 67% shares and 33% cash. The transaction value of $33.12 represents a 37.7% premium over NYSE Euronext's closing share price on December 19, 2012.
- NYSE Euronextshareholders will own approximately 36% of ICE shares post-transaction.
- The cash portion of the transaction will be funded by a combination of cash on hand and existing ICE credit facilities.
- The transaction is expected to close in the second half 2013, subject to regulatory approvals in Europe and the U.S. and approval by shareholders of both companies.
- The majority of run-rate expense synergies of $450 millionare expected to be achieved in the second full year post-closing.
- Earnings accretion of greater than 15% is expected in the first year post-closing.
- As a result of the transaction, ICE clearing will be more capital efficient and provide operational efficiencies for clearing members.
- ICE is committed to preserving the NYSE Euronext brand. ICE will maintain dual headquarters in Atlanta andNew York. New York headquarters will be located in the Wall Street building, home to the iconic trading floor. ICE will also open a new midtown Manhattan office in June 2013.
- ICE is also committed to maintaining the position of NYSE Liffe inLondonas a leading international market operator for derivatives products, including its benchmark interest rate complex.
- ICE intends to explore an initial public offering of Euronextas a Continental European-based entity following the closing of the acquisition if market conditions and European policy makers support the offering.
- Jeffrey C. Sprecher will continue as Chairman and CEO of the combined company and Scott A. Hill as CFO.
- Duncan L. Niederauer will be President of the combined company and CEO of NYSE Group. Four members of the NYSE Euronext Board of Directors will be added to the ICE Board of Directors which will be expanded to 15 members.
"Our transaction is responsive to the evolution of market infrastructure today and offers a range of growth opportunities, while enhancing competition in US and European markets and broadening our ability to address new markets and offer innovative products and services on a global platform," said ICE Chairman and CEO
Jeffrey C. Sprecher. "We believe the combined company will be better positioned to compete and serve customers across a broad range of asset classes by uniting our global brands, expertise and infrastructure. With a track record of growth and returns, clearing and M&A integration, we are well positioned to transform our combined companies into a premier global exchange operator that remains a leader in market evolution."
"The Board ofNYSE Euronextcarefully considered a range of strategic alternatives and concluded that ICE is the ideal partner forNYSE Euronextin an evolving market landscape," said
Jan-Michiel Hessels, Chairman of theBoard of NYSE Euronext. "We look forward to working with ICE to complete this compelling, value-enhancing combination."
"This transaction leverages the strength of our iconic brand and the value we have created in our global equity and derivatives franchises — positioning the business for solid long-term growth and development," said
Duncan L. Niederauer, CEO of NYSE Euronext. "We are bringing together two highly complementary businesses, creating an end-to-end multi-asset portfolio that will be strongly positioned to serve a global client base and capture current and future growth opportunities."
Benefits of the transaction include:
- Acquisition will unlock significant value through the achievement of merger related cost synergies. ICE has successfully integrated more than a dozen acquisitions in the last decade, with a track record of delivering on or exceeding synergy commitments.
- The transaction is expected to be highly accretive to earnings in the first year after closing and produce returns on invested capital above the transaction's cost of investment beginning in year two.
- Model delivers strong operating leverage while preserving healthy levels of recurring revenues and participation in a market recovery, positioned to perform well in a rising interest rate and improved equity market environment.
- Strong cash flows and balance sheet of the combined company support continued investments in growth initiatives while facilitating rapid deleveraging post-close. ICE, upon closing of the transaction intends to adopt a dividend policy that will provide for an annual dividend payment of approximately$300 million. This amount represents the aggregate amount ofNYSE Euronext's current annual dividend payment.
- Provides for diversification among multiple asset classes and expands ICE's reach into new markets, including the world's largest asset class - interest rates - at current cyclical lows.
- Acquisition creates an unparalleled operator of global exchanges and clearing houses for agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates.
- Benefits from strong global presence, infrastructure and brands across international markets.
- NYSELiffeexecution and clearing will be merged into ICE Clear Europe, creating an efficient clearing model poised for growth as interest rate markets recover and interest rate swap clearing develops.
- ICE has proven transition capabilities and successfully launched ICE Clear Europe inNovember 2008, transferring approximately 26.5 million contracts and over$16 billionin initial margin.
Competition and Market Structure
- Builds on track record of improving market transparency and expands resources to address challenges and opportunities in equity market structure.
- Enhances innovation and competitiveness within U.S. and European rate markets.
- Operational and capital efficiency in implementation of new regulatory requirements with compliant solutions already in place.
- Emphasis on market safety and security via high-performance, integrated technology infrastructure.
ICE's lead financial advisor is Morgan Stanley; further financial advice is being provided byBMO Capital Markets Corp.,Broadhaven Capital Partners, JPMorgan, Lazard, Societe Generale Corporate & Investment Banking, andWells Fargo Securities, LLC. ICE legal advisors areSullivan & Cromwell LLPandShearman & Sterling LLP. The principal financial advisers toNYSE EuronextarePerella Weinberg Partnersand BNP Paribas. Legal advisers toNYSE EuronextareWachtell, Lipton, Rosen & Katz,Slaughter & May, andStibbe N.V.Further financial advice toNYSE Euronextis being provided byBlackstone Advisory Partners, Citigroup, Goldman Sachs & Co. andMoelis & Co.
Investor Conference Call An investor conference call will be held at 8:45 a.m. ET/1:45 p.m. GMT today, December 20, 2012, and is available via the ICE and NYSE Euronext websites. U.S. participants may dial 1 (866) 700-7441 and international participants may dial +1 (617) 213-8839. The participant code is 20593477. The call will be available for replay on each investor website. Media may participate in the call on a listen-only basis.