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NYSE Proposes Alliance With Euronext,
by Ulrika Lomas, for LawAndTax-News.com, Brussels
Wednesday, May 24, 2006
The NYSE Group on Monday confirmed in a letter to the Chairmen of the Euronext
Supervisory and Management Boards the terms of a business combination proposal
under discussion between the two exchanges.
In its proposal to Jan-Michiel Hessels, Chairman of the Supervisory Board of
Euronext, and Jean-François Théodore, Chief Executive Officer
and Chairman of the Managing Board of Euronext, NYSE argued that:
“Combining our two companies will be a significant and historic step
that will benefit global securities markets and all of our stakeholders, including
shareholders, customers, employees, issuers, and the investing public in the
United States, Europe and across the globe.”
According to the New York Stock Exchange management, the advantages of a combined
NYSE Group-Euronext will include:
A strategic partnership that creates the world's largest and most liquid
global securities marketplace with a combined market capitalization of $21
billion (EUR16 billion);
A market leadership position in a diverse set of large and growing businesses,
including cash equities, listings, equity options and futures, bonds and market
data;
The world’s premier listing venue, with a total global market capitalization
of listed companies at $27 trillion (EUR21 trillion), nearly three times that
of the next largest marketplace and more than that of the next four exchanges
combined;
Significant cost and revenue synergies totaling $375 million (EUR293 million),
creating considerable earnings per share accretion, and substantial value
creation for the respective shareholders of NYSE Group and Euronext;
An experienced global board and world-class leadership team, with group
headquarters at NYSE Group’s current headquarters and European headquarters
at Euronext’s headquarters, reinforcing Euronext’s role as the
premier financial marketplace of continental Europe;
A shared commitment to cooperative multilateral regulation, saluting the
effectiveness of Euronext’s College of Regulator model to enforce local
rules;
A common vision of technology strategy and a horizontal business model;
and
No competition issues, resulting in expedited closure and execution by an
experienced management team.
Under terms of the proposal, each share of NYSE Group will be converted into
one share of common stock of the combined company, which will be named “NYSE
Euronext”.
Holders of Euronext ordinary shares will be offered the right to exchange each
of their shares for 0.980 shares of NYSE Euronext stock and EUR21.32 in cash.
The transaction is based on a fixed ratio of 1.4000 shares of the combined company
for each Euronext ordinary share, with 30% of the aggregate consideration paid
in cash.
The board of the combined company would be comprised of 20 directors — 11
directors from NYSE Group and nine directors designated by Euronext. The Chairman
would be Mr. Hessels, and the Deputy Chairman would be Marshall N. Carter, NYSE
Group’s current Chairman.
Earlier this year, it was reported that the Dubai International Financial Centre
(DIFC) was considering making a bid for Euronext.
According to a Sunday Times report published in April, the DIFC, which owns
the Dubai Stock Exchange, was "planning a last-minute swoop" on Euronext
as part of a bold plan to expand its investments in foreign financial institutions.
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