The New York Stock Exchange (NYSE) and Euronext, the pan-European exchange
group, have signed an agreement to combine their respective businesses in a
merger of equals.
The new group, to be named NYSE Euronext, is likely to globally redefine the
marketplace for trading cash and derivatives securities, and the NYSE stated
last week that the merger will have "significant benefits" for shareholders,
issuers and users.
The strategic partnership creates the world’s largest and most liquid
securities marketplace, with a combined market capitalisation of around EUR15
billion ($20 billion). With global market leadership positions across cash equities,
derivatives, market data and technology, NYSE Euronext will be the world’s
most liquid marketplace, with average daily trading value of approximately EUR80
billion, and the world’s premier listing venue, with total market capitalisation
of listed companies at around EUR21 trillion.
NYSE Euronext will be a US holding company, the shares of which will be listed
on the NYSE, trading in US dollars, and on Euronext Paris, trading in Euros.
Its US headquarters will be located in New York, and its international headquarters
in Paris and Amsterdam. London will be the centre for its derivatives business.
Under the terms of the agreement, each share of NYSE will be converted into
one share of NYSE Euronext common stock. Euronext shareholders will be offered
the right to exchange each of their shares for 0.980 shares of NYSE Euronext
stock and EUR21.32 in cash and will be able to elect to receive all shares or
all cash through a “mix and match” procedure, subject to proration.
Euronext will also pay its previously announced extraordinary distribution of
EUR3 per share.
Both parties believe the merger will create substantial value for all stakeholders
through the realisation of pre-tax annual cost and revenue synergies estimated
at EUR295 million. Of this amount, approximately EUR195 million will result from
the overall rationalisation of the combined group's IT systems and platforms.
Over the next three years, NYSE Euronext’s three cash trading systems
and three derivatives trading systems will be migrated to a single global cash
and a single global derivatives platform. In addition, 10 data centres (six
in the US and four in Europe) will be reduced to four globally-linked data
centres (two in the US, two in Europe), and four networks will be reduced to
one.
The NYSE and Euronext estimate that the new company's leading position in cash
equities, listings and derivatives creates opportunities to expand the combined
revenue base by an estimated EUR80 million over a three-year period.
NYSE Euronext intends to create new products with global reach, increase its
share of international listings and materially strengthen its competitive position
in the US equity derivatives market, the largest such market in the world.
NYSE Euronext will have a balanced management team and organization. The Chairman
of NYSE Euronext’s single-tier Board of Directors will be Jan Michiel
Hessels, Euronext’s current Supervisory Board Chairman, and Marshall N.
Carter, NYSE’s current Chairman, will become Deputy Chairman. John A.
Thain, NYSE’s current Chief Executive Officer will be Chief Executive
Officer of NYSE Euronext and Jean-François Théodore, Euronext’s
current Chief Executive Officer, will be Deputy CEO and Head of International
Operations of the combined company. Messrs. Théodore and Thain will also
join the Board of NYSE Euronext. The Board of Directors of the combined company
will be initially comprised of 20 directors, 11 directors designated by NYSE
and 9 directors by Euronext.
Each of NYSE Euronext’s markets will continue to be regulated in accordance
with local requirements. Specifically, NYSE Euronext’s European markets
will continue to be regulated by their existing regulators, and the SEC will
continue to regulate the US markets.
The NYSE Euronext exchange offer for Euronext shares is expected to be launched
within 6 months, following the satisfaction of certain conditions, including
receipt of regulatory approvals and NYSE and Euronext shareholder approval.
Prior to the agreement with the NYSE, Euronext had been exploring a number
of strategic partnerships, including with the London Stock Exchange and Deutsche
Boerse. Between them, Euronext and Deutsche Boerse control virtually all of
the exchange-traded derivatives markets in Europe, and about half of the global
total.
However, Jan Michiel Hessels, Chairman of the Supervisory Board of Euronext,
stated Thursday that: "We strongly believe NYSE is the best partner."
"This merger of equals, based on a balanced governance structure, will
deliver significant shareholder value from substantial, quantified and deliverable
synergies, and will allow Euronext to play a full role in reshaping the global
capital market," he noted.
John A. Thain , Chief Executive Officer, NYSE Group, added: "A partnership with
Euronext fulfills our shared vision of building a truly global marketplace with
great breadth of product and geographic reach that will benefit all investors,
issuers, and our shareholders and stakeholders.”
Euronext provides services for regulated stock and derivatives markets in Belgium,
France, the Netherlands and Portugal, as well as in the UK (derivatives only).
It is Europe’s leading stock exchange based on trading volumes on the
central order book.