ATLANTA and NEW YORK, Nov. 13,
2013 /PRNewswire/ -- IntercontinentalExchange Group, Inc.
(NYSE: ICE), the leading global network of exchanges and clearing
houses, today announced the successful completion of its previously
announced acquisition of NYSE Euronext (NYSE: NYX). The
stock-and-cash transaction has a total value of approximately
$11 billion. The combination
creates the premier operator of global exchanges diversified across
a range of asset classes spanning interest rates, equities and
equity derivatives, credit derivatives, bonds, foreign exchange,
energy, metals and agricultural commodities.
The company has a combined market capitalization of $23 billion. The combined company operates 16
global exchanges and five central clearing houses, and is on track
to be the leader in global capital raising for the second
consecutive year. ICE and NYSE Euronext businesses will continue to
operate under their respective brand names. As previously
announced, the company expects to conduct an IPO for the Euronext
group of Continental European exchanges as a stand-alone entity,
subject to market conditions and regulatory approvals.
"This is a game changing transaction," said ICE Chairman and CEO
Jeffrey C. Sprecher. "ICE now leads
in terms of the breadth and depth of services, best-in-class
technology, and access to markets and capital. We have
significant opportunities ahead both to grow and to make the
business more efficient and competitive. Our team will continue to
keep our customers front and center on everything we do, while
bringing new products to market in real time. We look forward
to unlocking value together both for customers and
shareholders."
ICE President and NYSE Group CEO Duncan
L. Niederauer, stated, "This is a great strategic fit for
both companies. We now have a stronger and more diversified
business model, which leverages the iconic NYSE Euronext brand, our
leadership in listings, equity options and interest rate markets
with ICE's attractive portfolio of markets, clearing houses and
technology for the global derivatives markets."
The new management team will be:
IntercontinentalExchange Group
- Jeffrey C. Sprecher will serve
as Chairman and CEO, IntercontinentalExchange Group, Inc.
(ICE).
- Chuck Vice will serve as
President and COO, ICE.
- Scott Hill will serve as CFO,
ICE.
- David Goone will serve as Chief
Strategy Officer, ICE.
- Johnathan Short will serve as
General Counsel & Corporate Secretary, ICE.
- Edwin Marcial will serve as
Chief Technology Officer, ICE.
- Mark Wassersug will serve as
SVP, Operations, ICE.
- Kelly Loeffler will serve as
SVP, Corporate Communications, Marketing, and Investor Relations,
ICE.
- Mayur Kapani will serve as SVP,
Derivatives Trading Systems Technology, ICE.
- Sunil Seshardi will serve as Chief Information Security
Officer, ICE.
- Doug Foley will serve as SVP, HR
& Administration, ICE.
- Martin Hunter will serve as SVP,
Tax & Treasurer, ICE.
- Andrew Surdykowski will serve
as SVP, Associate General Counsel & Assistant Corporate
Secretary, ICE.
- Dean Mathison will serve as
Chief Accounting Officer, ICE.
Exchanges
- Duncan L. Niederauer will be
President, ICE and CEO, NYSE.
- Thomas W. Farley, currently SVP,
Financial Markets at ICE, will become COO, NYSE.
- Scott Cutler will serve as EVP
and Head of Global Listings, NYSE.
- Joseph Mecane will serve as EVP
and Head of U.S. Equities, NYSE.
- David Peniket, currently President and COO, ICE Futures Europe,
will continue in that position and will additionally serve as
President and COO, NYSE Liffe subject to regulatory approval.
- Benjamin R. Jackson, currently
President and COO, ICE Futures U.S., will continue in that position
and will additionally serve as President, NYSE Technologies.
- Dominique Cerutti, currently
Deputy CEO, NYSE Euronext, will serve as CEO of
Euronext.
- Brad Vannan will serve as
President and COO, ICE Futures Canada.
Clearing
- Chris Edmonds, currently
President, ICE Clear Credit & TCC, will become Senior Vice
President, Financial Markets, ICE.
- Stan Ivanov, currently Chief
Risk Officer, ICE Clear Credit, will become President, ICE Clear
Credit & TCC.
- Paul Swann will serve as
President and Managing Director, ICE Clear Europe.
- Thomas Hammond will serve as
President and COO, ICE Clear U.S.
ICE Benchmark Administration
- Finbarr Hutcheson will be
President, ICE Benchmark Administration Limited. NYSE Euronext Rate
Administration Limited (which will become the new administrator for
LIBOR subject to FCA authorisation) will be renamed ICE Benchmark
Administration Limited.
Key Details of the Transaction:
- Upon the closing of the acquisition, IntercontinentalExchange,
Inc. and NYSE Euronext became wholly owned subsidiaries of
IntercontinentalExchange Group, Inc. (ICE). As the parent company,
ICE will be the publicly-traded entity, trading on the New York
Stock Exchange under the symbol "ICE".
- The following four members of the NYSE Euronext Board of
Directors have joined the Board of Directors of
IntercontinentalExchange Group, Inc, which now has 14 members:
Sylvain Hefes, Jan-Michiel Hessels,
James J. McNulty, Robert G. Scott.
- The company will be dual-headquartered in Atlanta and New
York.
- As previously announced, the NYSE brand and iconic 11 Wall
Street building and trading floor in New
York will be preserved.
- ICE intends to pursue an initial public offering of Euronext in
2014 to create a Continental Europe-based entity subject to market
conditions and regulatory approvals.
- Together, Liffe and ICE's existing London based exchange and clearing operations,
ICE Futures Europe and ICE Clear Europe, will create the U.K.'s
leading multi-asset class derivatives market, spanning interest
rates, bonds, equity derivatives, energy, emissions and
agricultural commodities.
Financial Guidance Information:
- ICE will host a conference call to discuss the company's
strategy and financials on November
19 at 8 a.m. EST. A live audio
webcast of the call will be available on the company's website at
www.theice.com under About ICE/Investors & Media. Participants
may also listen via telephone by dialing 888-317-6003 from
the United States, 866-284-3684
from Canada or 412-317-6061 from
outside of the United States and
Canada. Telephone participants
are required to provide the participant entry number 4871745 and
should call 10 minutes prior to the start of the call. The call
will be archived on the company's website for replay.
ICE Infograph
ICE's lead financial advisor is Morgan Stanley; further
financial advice is being provided by ABN AMRO Bank N.V.,
BofA Merrill Lynch, BMO Capital Markets Corp.,
Broadhaven Capital Partners, JPMorgan, Lazard, Societe Generale
Corporate & Investment Banking, and Wells Fargo Securities,
LLC. ICE's legal advisors are Sullivan & Cromwell LLP and
Shearman & Sterling LLP. NYSE Euronext's principal financial
advisors are Perella Weinberg Partners and BNP Paribas; further
financial advice to NYSE Euronext is being provided by Blackstone
Advisory Partners, Citigroup, Goldman Sachs & Co. and Moelis
& Co. NYSE Euronext's legal advisors are Wachtell, Lipton,
Rosen & Katz, Slaughter & May, and Stibbe N.V.
About IntercontinentalExchange Group,
Inc.
IntercontinentalExchange Group, Inc. (NYSE: ICE) is the
leading network of regulated exchanges and clearing houses for
financial and commodity markets. ICE delivers transparent,
reliable and accessible data, technology and risk management
services to markets around the world through its portfolio of
exchanges, including the New York Stock Exchange, ICE Futures,
Liffe and Euronext.
Trademarks of ICE and/or its affiliates include
IntercontinentalExchange, ICE, ICE block design, NYSE Euronext,
NYSE, New York Stock Exchange, LIFFE and Euronext. Information
regarding additional trademarks and intellectual property rights of
IntercontinentalExchange Group, Inc. and/or its affiliates is
located at https://www.theice.com/terms.jhtml and
http://www.nyx.com/terms-use.
Forward-Looking Statements
This press release may
contain "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Statements regarding ICE's business that are not
historical facts are forward-looking statements that involve risks,
uncertainties and assumptions that are difficult to predict. These
statements are not guarantees of future performance and actual
outcomes and results may differ materially from what is expressed
or implied in any forward-looking statement. The factors that might
affect our performance include, but are not limited to: our
business environment and industry trends; conditions in global
financial markets; domestic and international economic conditions;
volatility in commodity prices and price volatility of financial
contracts such as equity indexes and foreign exchange; our ability
to realize the anticipated benefits of the acquisition of NYSE
Euronext within the expected time frame, and efficiently integrate
NYSE Euronext's operations; changes in laws and regulations;
increasing competition and consolidation in our industry; our
ability to identify and effectively pursue acquisitions and
strategic alliances and successfully integrate the companies we
acquire on a cost-effective basis; the success of our clearing
houses and our ability to minimize the risks associated with
operating multiple clearing houses in multiple jurisdictions; our
ability to comply with regulatory requirements; the performance and
reliability of our technology and third party service providers;
technological developments, including ensuring that the technology
we utilize is not vulnerable to security risks; the accuracy of our
cost estimates and expectations; our belief that cash flows will be
sufficient to service our debt and fund our working capital needs
and capital expenditures for the foreseeable future; our ability to
develop new products and services on a timely and cost effective
basis; leveraging our risk management capabilities; maintaining
existing market participants and attracting new ones; protecting
our intellectual property rights; not violating the intellectual
property rights of others; potential adverse litigation results;
our belief in our electronic platform and disaster recovery system
technologies; and identification of trends and how they will impact
our business. For a discussion of such risks and uncertainties,
which could cause actual results to differ from those contained in
the forward-looking statements, see ICE's Securities and Exchange
Commission (SEC) filings, including, but not limited to, the "Risk
Factors" in ICE's most recent Annual Report on Form 10-K for the
year ended December 31, 2012, as
filed with the SEC on February 6, 2013, the "Risk Factors" in
NYSE Euronext's most recent Annual Report on Form 10-K for the
fiscal year ended December 31, 2012,
as filed with the SEC on February 26,
2013, the "Risk Factors" in the joint proxy
statement/prospectus of ICE Group, as filed with the SEC on
April 30, 2013 and other documents filed by ICE, NYSE
Euronext and ICE Group from time to time. These filings are also
available in the Investors & Media section of our website.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. We
caution you not to place undue reliance on these forward-looking
statements. Any forward-looking statement speaks only as of the
date on which such statement is made, and we undertake no
obligation to update any forward-looking statement or statements to
reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of an unanticipated
event. New factors emerge from time to time, and it is not possible
for management to predict all factors that may affect our business
and prospects. Further, management cannot assess the impact of each
factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking
statements.
(Photo: http://photos.prnewswire.com/prnh/20131113/CL16215)
ICE-CORP
SOURCE IntercontinentalExchange