IntercontinentalExchange, Inc. (NYSE:ICE) entered into a definitive agreement to acquire NYSE Euronext, Inc. (NYSE:NYX) from Urbana Corp. (TSX:URB), T. Rowe Price Associates, Inc., Caldwell Investment Management Ltd. and other shareholders for $8 billion on December 20, 2012. Under the terms of the agreement, NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of $33.12 in cash or 0.2581 IntercontinentalExchange common ... shares or a mix of $11.27 in cash plus 0.1703 ICE common shares. On completion, NYSE Euronext shareholders will own approximately 36% of IntercontinentalExchange. The cash portion of the transaction will be funded by a combination of cash on hand and existing IntercontinentalExchange credit facilities. IntercontinentalExchange plans to preserve the NYSE Euronext brand. NYSE Liffe execution and clearing will be merged into ICE Clear Europe. Either NYSE Euronext or ICE may terminate the agreement certain specified circumstances, including if it’s respective Board of Directors determines in good faith that it has received a superior proposal. In connection with a termination to accept a superior proposal, the party that is not entering into the superior proposal, will be entitled to a fee of $300 million. In addition, in the event that either the NYSE Euronext Board of Directors or the ICE Board of Directors changes it recommendation under the terms of the agreement other than for superior proposal, then the party changing its recommendation must pay the party $450 million. Under certain other circumstances, in the case of a failure to obtain required antitrust clearances or regulatory approval prior to the termination date i.e. March 31, 2014 and subject to certain other conditions, the agreement provides for ICE to pay to the NYSE Euronext a fee of $750 million upon termination of the agreement. Jeffrey C. Sprecher will continue as Chairman and Chief Executive Officer of the combined company and Scott A. Hill as the Chief Financial Officer, Duncan L. Niederauer will be President of the combined company and the Chief Executive Officer of NYSE Group. Four members of the NYSE Euronext Board of Directors will be added to the ICE Board of Directors which will be expanded to 15 members. IntercontinentalExchange will maintain dual headquarters in Atlanta and New York. New York headquarters will be located in the Wall Street building, home to the iconic trading floor. IntercontinentalExchange will also open a new midtown Manhattan office in June 2013. The transaction is subject to regulatory approvals in Europe and the U.S. , approval by shareholders of IntercontinentalExchange and NYSE Euronext, expiration of the waiting period under the HSR Act and obtainment of any consents or approvals required or advisable under applicable competition laws, registration statement on Form S-4 being effective, approval of the ICE common stock for listing on the New York Stock Exchange, receipt of certain tax opinions and no material adverse effect on either NYSE Euronext or ICE. The transaction was unanimously approved by the Boards IntercontinentalExchange and NYSE Euronext. As on February 15, 2013, waiting period under the Hart Scott Rodino Antitrust Improvements Act in connection with transaction expired. The transaction is expected to close in the second half 2013. The transaction is expected to be highly accretive to earnings in the first year after closing and produce returns on invested capital above the transaction's cost of investment beginning in year two. As of March 19, 2013, the merger agreement was amended pursuant to which it was announced that IntercontinentalExchange, Inc. will acquire NYSE Euronext under a newly formed holding company, ICE Group. The terms of the original merger agreement, including the merger consideration to be paid to NYSE Euronext stockholders will remain same. Each share of ICE common stock will be converted into the right to receive one share of ICE Group common stock. Upon the completion of the mergers, ICE Group’s common stock is expected to be listed for trading on the New York Stock Exchange under ICE’s current ticker symbol, ICE. Morgan Stanley, BMO Capital Markets Corp., Broadhaven Capital Partners, LLC, J.P. Morgan Securities LLC, Lazard Freres & Co. LLC, Morgan Stanley & Co. LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC acted as financial advisors for IntercontinentalExchange, Inc. Barnabas W.B. Reynolds, Azad Ali, Matthew Readings, Iain Scoon, Sam Whitaker, Anna Doyle, Mak Judge, Collette Rawnsley and George Milton of Shearman & Sterling LLP acted as legal advisor for IntercontinentalExchange, Inc. Perella Weinberg Partners LP, Fortis Securities LLC, Blackstone Advisory Partners LP, Citigroup, Inc., The Goldman Sachs Group, Inc. and Moelis & Company L.P. acted as financial advisors for NYSE Euronext, Inc. Slaughter and May and Stibbe N.V. acted as legal advisors for NYSE Euronext, Inc. Davi
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