IntercontinentalExchange (NYSE: ICE), the leading electronic energy marketplace, and the New York Board of Trade (NYBOT), the leading soft commodity exchange, today announced that Nybot members overwhelmingly approved the proposed merger transaction in a special member meeting held today.
The transaction required that Nybot members vote to approve and adopt the Agreement and Plan of Merger by a two-thirds majority of the votes cast at the special meeting. Of the votes cast, 93% voted in favor of the transaction. Corporate Election Services served as the Inspector of Election and certified the voting results.
"We are one very important step closer to consummating this historic merger," said Ice Chairman and Chief Executive Officer Jeffrey C. Sprecher. "We believe this is the strongest indication that the Nybot membership shares our vision and drive to create the premier global commodity marketplace. Together, we will continue with our commitment to bringing innovation, breadth of product, superior trading and clearing technology and true efficiencies in this dynamic environment. Importantly, we believe the acquisition will provide significant value for our customers and shareholders."
"Today's vote is a major event in the history of our exchange, as our members choose to embrace the future," said Frederick W. Schoenhut, Chairman of the Nybot. "IntercontinentalExchange is the perfect partner for Nybot, as we both complement each others' strengths and long-term strategic goals. Together we will offer customers around the globe the ability to trade a broad array of energy, agriculture, and financial derivative and OTC products. We believe our members and our customers will benefit from this merger."
"It is vital to the future of Nybot that we partner with a dynamic global exchange, and today we are close to seeing this vision become a reality," said C. Harry Falk, Nybot President and CEO. "We believe this transaction makes both exchanges more competitive and better equipped to compete globally. The Ice electronic marketplace is an excellent complement to the vibrancy and liquidity of our trading floor, and it will allow us to continue our record growth by offering our products on this dynamic platform."
Nybot and Ice are working toward the llaunch of electronic trading of Nybot's products. Nybot recently entered into a licensing agreement for the Ice trading platform to offer electronic trading of Nybot products, for the first time in Nybot's history. Ice maintains and develops its technology, which has been tailored to serve the global commodity markets. Today, thousands of commodity market participants in 44 jurisdictions rely on Ice's liquid and Internet-accessible trading platform to trade contracts on crude oil and refined products, natural gas and power.
The transaction consideration will comprise approximately 10.297 million shares of Ice common stock and $400 million in cash. Upon closing, Nybot will become a wholly-owned subsidiary of Ice and will be a for-profit corporation. The companies announced the merger agreement on September 14, 2006, and the transaction is expected to close in early 2007.
Important Acquisition Information
In connection with the proposed merger, ICE has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a prospectus/proxy statement regarding the proposed transaction. The SEC declared the Registration Statement on Form S-4 effective on November 17, 2006. INVESTORS ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.