Potter Anderson Serves as Counsel to ICE in $8.2 Billion Agreement to Acquire the New York Stock Exchange

IntercontinentalExchange, Inc., an operator of global markets and clearing houses, and NYSE Euronext, a global equity, equity options and fixed income derivatives market operator, announced a definitive agreement for ICE to acquire NYSE Euronext in a stock-and-cash transaction. The acquisition combines two exchange groups to create a global exchange operator diversified across markets including agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates.

Under the terms of the agreement, which was unanimously approved by the Boards of both companies, the transaction is currently valued at $33.12 per NYSE Euronext share, or a total of approximately $8.2 billion, based on the closing price of ICE's stock on December 19, 2012. NYSE Euronext stockholders will have the option to elect to receive consideration per NYSE Euronext share of (i) $33.12 in cash, (ii) 0.2581 IntercontinentalExchange common shares or (iii) a mix of $11.27 in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of approximately $2.7 billion and a maximum aggregate number of ICE common shares of approximately 42.5 million. The overall mix of the $8.2 billion of merger consideration being paid by ICE is approximately 67% shares and 33% cash. The transaction value of $33.12 represents a 37.7% premium over NYSE Euronext's closing share price on December 19, 2012.  The transaction is expected to close in the latter half of 2013, subject to regulatory approvals in Europe and the U.S. and approval by stockholders of both companies.

Potter Anderson & Corroon LLP served as Delaware counsel for ICE.  The Potter Anderson team was led by Michael B. Tumas and Michael K. Reilly.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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