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| NYX > SEC Filings for NYX > Form 8-K on 1-Oct-2008 | All Recent SEC Filings |
1-Oct-2008
Other Events, Financial Statements and Exhibits
As previously disclosed, on January 17, 2008, NYSE Euronext and The Amex Membership Corporation ("MC"), the parent company of American Stock Exchange LLC, announced that they had entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which NYSE Euronext agreed to acquire MC through a merger (the "Merger") of a successor entity of MC with and into Amsterdam Merger Sub, LLC, a wholly owned subsidiary of NYSE Euronext.
On October 1, 2008, the Merger was completed. The press announcing the completion of the merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, as a result of the completion of the transaction, (1) each holder of a regular membership of MC became entitled to receive 8,138.1194 shares of NYSE Euronext common stock and (2) each holder of an options principal membership of MC became entitled to receive 7,198.8754 shares of NYSE Euronext common stock, in each case, with any fractional shares to be paid in cash. A total of 6,783,429 shares of NYSE Euronext common stock were issued in the Merger. In addition, each holder of a regular or options principal membership of MC will be entitled to receive additional consideration calculated by reference to the net proceeds, if any, from the sale of the Amex headquarters in lower Manhattan, if such sale occurs within a specified period of time and certain conditions are satisfied.
Also as previously disclosed on July 31, 2008, effective upon the date of the completion of the Merger, the board of directors of NYSE Euronext approved the removal of the transfer restrictions on the remaining 41.8 million shares issued as part of the business combination transaction between New York Stock Exchange, Inc. and Archipelago Holdings, Inc., which was completed on March 7, 2006. Accordingly, on October 1, 2008, the transfer restrictions on these shares were released. These shares were previously restricted until March 2009.
Also as previously announced on March 18, 2008, NYSE Euronext's board of directors authorized the repurchase of up to $1 billion of NYSE Euronext common stock, which NYSE Euronext expects to commence following the closing of the Merger. Under the program, NYSE Euronext may repurchase stock from time to time at the discretion of management in open market or privately negotiated transactions or otherwise. This stock repurchase program does not obligate NYSE Euronext to repurchase any dollar amount or number of shares of NYSE Euronext common stock and any such repurchases will be made in compliance with applicable United States and European laws, regulations and approvals and subject to strategic considerations, market conditions and other factors. NYSE Euronext's stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
(d) Exhibits
Exhibit Number Description
99.1 Press release entitled "NYSE Euronext Completes Acquisition of
American Stock Exchange," dated October 1, 2008.
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