
AMEX MEMBERS APPROVE ACQUISITION OF AMEX BY NYSE EURONEXT |
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New York, June 17, 2008 - NYSE Euronext (NYX) and the American Stock Exchange® (Amex®) announced today that members of The Amex Membership Corporation (AMC) approved the adoption of the merger agreement between AMC and NYSE Euronext and certain of their subsidiaries. The Securities and Exchange Commission must still approve the rule changes related to the transaction before it becomes final. Preliminary results indicate that the AMC memberships voted 695 to 7 in favor of the transaction. The number of AMC memberships voted in favor of the transaction represented approximately 84% of the total AMC memberships outstanding and entitled to vote on this transaction. "On behalf of all my colleagues at NYSE Euronext, I want to thank the AMC membership for approving this historic combination," said Duncan L. Niederauer, NYSE Euronext CEO. "We look forward to closing the transaction and to bringing our businesses together for the benefit of our customers and shareholders." "We are pleased that the AMC membership strongly supports this transaction," said Neal Wolkoff, Amex Chairman and CEO. "The approval by seat owners is an important step to complete this compelling and strategic business combination." Under the terms of the agreement, NYSE Euronext will pay $260 million in NYSE Euronext common stock for the Amex. In addition, Amex members will be entitled to receive additional shares of NYSE Euronext common stock calculated by reference to net proceeds, if any, from the expected sale of Amex's lower Manhattan headquarters. Lehman Brothers is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to NYSE Euronext on this transaction. Amex is represented by Morgan Stanley as financial advisor and Milbank, Tweed, Hadley & McCloy LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisors. For more information contact:
About NYSE Euronext About American Stock Exchange The American Stock Exchange® (Amex®) offers trading across a full range of equities, options and exchange traded funds (ETFs), including structured products and HOLDRSSM. In addition to its role as a national equities market, the Amex has been the pioneer of the ETF, responsible for bringing the first domestic product to market in 1993. Leading the industry in ETF listings, the Amex lists 406 ETFs to date. The Amex is also one of the largest options exchanges in the U.S., trading options on broad-based and sector indexes as well as domestic and foreign stocks. IMPORTANT INFORMATION WITH RESPECT TO THE MERGER In connection with the proposed acquisition by NYSE Euronext of The Amex Membership Corporation ("MC"), NYSE Euronext filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4, containing a proxy statement/prospectus regarding the proposed transaction. The parties have filed and will file other relevant documents concerning the proposed transaction with the SEC. The SEC declared the Registration Statement on Form S-4 effective on May 8, 2008. MC MEMBERS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION, BECAUSE IT CONTAINS IMPORTANT INFORMATION. MC members can obtain a free copy of the final proxy statement/prospectus, as well as other filings containing information about NYSE Euronext and Amex without charge, at the SEC's website (http://www.sec.gov). Copies of the final proxy statement/ prospectus can also be obtained, without charge, by directing a request to the Office of the Corporate Secretary, NYSE Euronext, 11 Wall Street, New York 10005, 212-656-2061 or to Amex, Attention: Office of Corporate Secretary, 86 Trinity Place, NY, NY 10006, 212-306-1408. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements |
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