NYSE Euronext (NYX) announced today it has entered into a
definitive agreement to acquire, through NYSE Technologies, Inc.,
its indirect, wholly-owned subsidiary, NYFIX, Inc. (Nasdaq: NYFX),
a leading provider of innovative solutions that optimize trading
efficiency, in an all-cash deal for $1.675 per share of common
stock. The total value of the deal is approximately $144 million,
including preferred stock consideration. The NYSE Euronext, NYSE
Technologies and NYFIX Boards of Directors have approved the
acquisition, which is subject to approval by NYFIX shareholders and
customary regulatory approvals. The transaction is expected to
close in the fourth quarter of 2009 and to be accretive to NYSE
Euronext 2010 earnings, excluding one-time deal and restructuring
costs.
Upon closing, the NYFIX FIX business, incorporating the
company’s industry-leading FIX Software business and the NYFIX
Marketplace, will become part of the offerings provided by NYSE
Technologies, the commercial technology division of NYSE Euronext.
The NYFIX Marketplace is one of the industry’s broadest and deepest
FIX-based communities where more than 1,000 global trading
counterparties connect to one another via more than 9,000 fully
managed FIX-based messaging channels. The integration of both the
FIX Software business and the NYFIX Marketplace complements NYSE
Technologies’ comprehensive suite of commercial technology
products. NYSE Euronext will explore various alternatives for the
NYFIX Transactions Services business, including its Millennium®
dark pool.
NYFIX CEO Howard Edelstein stated: “The agreement we have
reached with NYSE Euronext represents substantial value for NYFIX
shareholders. This is an all cash deal at a premium to the current
market for NYFIX shares. NYFIX customers will also benefit greatly
through the combination of two of the industry’s leading trading
communities, creating a global transaction marketplace connecting
buy-side and sell-side, as well as from the strength of the NYSE
Euronext platform and global brand.”
“The NYFIX FIX Division complements our strategic corporate
goals and technology business, and expands our points of
connectivity with customer trading communities,” said Michael
Geltzeiler, Executive Vice President and Chief Financial Officer,
NYSE Euronext. “There are natural synergies and efficiencies that
will be realized both in terms of costs and tax benefits and we
believe this transaction will benefit our customers and
shareholders.”
Stanley Young, Chief Executive Officer of NYSE Technologies and
co-CIO, NYSE Euronext, added: “NYFIX is a natural extension of our
connectivity business and fits nicely into our SFTI Integrated
Partner Solutions, which currently enables hundreds of technology
providers to offer value added products and services to
participating firms. The synergies will be particularly apparent to
the pre-trade buy- and sell-side communities, which will benefit
from a broad combination of technology assets and connections for
efficient end-to-end transaction processing. We look forward to
welcoming the NYFIX community to NYSE Euronext.”
Once the acquisition is complete, the NYFIX business will report
to Mr. Young. Bob Moitoso will continue to lead the NYFIX FIX
business. Mr. Edelstein will stay on through the close of the
transaction.
"I'd like to thank the members of our Board and the Special
Committee that oversaw the process that culminated with this
transaction for their hard work over many months, which ultimately
produced a strong premium for NYFIX shareholders," said NYFIX
Chairman Lon Gorman. "I'd also like to thank Howard Edelstein, who
led a complete overhaul of the Company over the past three years
that made this transaction possible.”
Citigroup is acting as financial advisor and Wachtell, Lipton,
Rosen & Katz as legal advisor to NYSE Euronext on this
transaction. NYFIX is represented by Evercore Partners as financial
advisor and Wilmer Hale as legal advisor. The 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 Special
Committee and to the Board.
CONFERENCE CALL FOR NYFIX SHAREHOLDERS
The management team of NYFIX will be holding a conference call
and simultaneous Webcast to discuss the transaction today, August
27, 2009 at 4:15pm ET. The conference call can be accessed live by
phone by dialing (877) 941-7133, or for international callers (480)
629-9031. To access the Webcast please go to NYFIX's website at
www.nyfix.com, a link will be provided in the Investor Relations
section. A replay will be available two hours after the call, and
can be accessed by dialing (800) 406-7325 in the United States or
(303) 590-3030 internationally. The replay will be available until
September 3, 2009. The passcode for all calls is 4150656.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
NYFIX plans to file with the SEC and mail to its stockholders a
Proxy Statement in connection with the transaction. The Proxy
Statement will contain important information about NYSE Euronext,
NYFIX, the transaction and related matters. Investors and security
holders are urged to read the Proxy Statement carefully when it is
available.
Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC by NYFIX through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the Proxy Statement from NYFIX by contacting
the proxy solicitor that will be named in the Proxy Statement.
NYFIX and NYSE Euronext, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated
by the merger agreement. Information regarding NYFIX’s directors
and executive officers is contained in NYFIX’s Form 10-K for the
year ended December 31, 2008 and its proxy statement dated April
28, 2009, which are filed with the SEC. As of August 26, 2009,
NYFIX’s directors and executive officers beneficially directly
owned approximately 3,209,364 shares, or 7.62% of NYFIX’s common
stock. Information regarding NYSE Euronext’s directors and officers
and a more complete description of the interests of NYFIX’s
directors and officers will be available in the Proxy
Statement.
Cautionary Note Regarding 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 expectations regarding future
operating results and the benefits and synergies of this
transaction, as well as NYSE Euronext’s plans, objectives,
expectations and intentions and other statements that are not
historical or current facts. Forward-looking statements are based
on 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, NYFIX’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2008 filed with the U.S. Securities and Exchange Commission and
other periodic reports filed with the U.S. Securities and Exchange
Commission or the French Autorité des Marchés Financiers by NYSE
Euronext or NYFIX. 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 or NYFIX that the
projections will prove to be correct. This press release speaks
only as of this date. NYSE Euronext and NYFIX disclaim any duty to
update the information herein.
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial
markets and provider of innovative trading technologies. The
company's exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With
more than 8,000 listed issues, NYSE Euronext's equities markets --
the New York Stock Exchange, Euronext, NYSE Arca and NYSE Amex --
represent nearly 40 percent of the world's equities trading, the
most liquidity of any global exchange group. NYSE Euronext also
operates NYSE Liffe, the leading European derivatives business and
the world's second-largest derivatives business by value of
trading. The company offers comprehensive commercial technology,
connectivity and market data products and services through NYSE
Technologies. NYSE Euronext is in the S&P 500 index, and is the
only exchange operator in the S&P 100 index and Fortune 500.
For more information, please visit: www.nyx.com
About NYFIX, Inc.
A pioneer in electronic trading solutions, NYFIX continues to
transform trading through innovation. The NYFIX Marketplace™ is a
global community of trading counterparties utilizing innovative
services that optimize the business of trading. NYFIX Millennium®
provides the NYFIX Marketplace™ with new methods of accessing
liquidity. NYFIX also provides value-added informational and
analytical services and powerful tools for measuring execution
quality. A trusted business partner to the buy-side and sell-side
alike, NYFIX enables ultra low touch, low impact market access and
end-to-end transaction processing. For more information, please
visit www.nyfix.com.
About NYSE Technologies
A division of NYSE Euronext (NYX), NYSE Technologies is a leader
in providing innovative software, market data products and data
management applications, connectivity solutions, exchange
technology, and transaction solutions for trading firms, vendors
and financial markets around the world. NYSE Technologies offers
one of the most comprehensive suites of high quality commercial
technology products that includes advanced messaging platforms,
co-location services, ultra-low latency order routing and a
one-of-a-kind hosted network community, all designed to enable the
free flow of liquidity for the global marketplace. 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.
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