New York, October 17, 2012 - On September 14, 2012, NYSE Euronext (NYX) (the “Company”) commenced a cash tender offer (the “Offer”) to purchase up to €250,000,000 of its outstanding 5.375% Notes due 2015 (the “Notes”), as set forth in the Tender Offer Memorandum dated September 14, 2012 (as modified by the Company’s press release dated October 2, 2012 entitled “NYSE Euronext Announces Early Results and Pricing of Tender Offer For up to €250,000,000 of Its 5.375% Notes Due 2015”, the “Tender Offer Memorandum”). The Company has accepted all Notes validly tendered and not withdrawn as of 11:59 p.m., New York City time, on October 16, 2012 (the “Expiration Time”).
According to Lucid Issuer Services Limited, the Tender Agent for the Offer, as of the Expiration Time, the following valid tenders had been received:
Of the total principal amount tendered as of the Expiration Time shown in the table above, €80,000,000 (or 8.0%) principal amount of the Notes were validly tendered and not withdrawn by Holders on or prior to the Early Tender Time, which was 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012. The Company waived the Financing Condition and accepted all such Notes for purchase, and settlement for all such Notes was on October 5, 2012 (the “Early Settlement Date”). Holders of such Notes received the Full Tender Offer Consideration of €1,104.86 per €1,000 principal amount of Notes (which included the Early Tender Payment of €30), plus accrued and unpaid interest up to, but not including, the Early Settlement Date.
A total of €300,000 principal amount of Notes were validly tendered after the Early Tender Time and on or prior to the Expiration Time. The Final Settlement Date for such Notes is expected to be October 18, 2012. As described in the Tender Offer Memorandum, Holders of such Notes will receive the Late Tender Offer Consideration of €1,074.86 per €1,000 principal amount of Notes (which does not include the Early Tender Payment), plus accrued and unpaid interest up to, but not including, the Final Settlement Date.
Full details of the terms and conditions of the Offer are set out in the Tender Offer Memorandum, which is available from the Tender Agent. Capitalized terms in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Tender Offer Memorandum, as modified.
The Company has retained Societe Generale Corporate and Investment Banking, Credit Agricole CIB and Lloyds Bank as Dealer Managers of the Offer. Lucid Issuer Services Limited is the Tender Agent for the Offer.
The following is contact information for the Dealer Managers and Tender Agent:
Dealer Managers: Société Générale, 17, Cours Valmy, 92987 Paris La Défense, France (Tel: +1 (212) 278 6964 (for U.S. persons) / +33 1 58 98 45 81 (for non-U.S. persons), e-mail: firstname.lastname@example.org); Crédit Agricole Corporate and Investment Bank, Broadwalk House, 5 Appold Street, EC2A 2DA London, United Kingdom (Tel: +44 20 7214 7408 / +44 20 7214 6712, e-mail: email@example.com, firstname.lastname@example.org); and Lloyds TSB Bank plc, 10 Gresham Street, London EC2V 7AE, United Kingdom (Tel: +44 20 7158 3981, email: email@example.com)
Tender Agent: Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United Kingdom (Tel. +44 20 7704 0880, e-mail: firstname.lastname@example.org)
The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the relevant Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About NYSE Euronext
Disclaimer and Cautionary Note Regarding Forward-Looking Statements
These risks and uncertainties are not exhaustive. Sections of the Tender Offer Memorandum describe additional factors that could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can the Company assess the impact that these factors will have on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The Company is under no duty to update any of these forward-looking statements after the date of this press release to conform the Company’s prior statements to actual results or revised expectations and the Company does not intend to do so.
The Company cautions you not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. The Company expressly qualify in their entirety all forward-looking statements attributable to the Company or any person acting on the Company’s behalf by the cautionary statements referred to above.