Nyse Euronext (NYX) and the American Stock Exchange (Amex) announced today that members of The Amex Membership Corporation (AMC) approved the adoption of the merger agreement between AMC and Nyse Euronext and certain of their subsidiaries.
The Securities and Exchange Commission must still approve the rule changes related to the transaction before it becomes final.
Preliminary results indicate that the AMC memberships voted 695 to 7 in favor of the transaction. The number of AMC memberships voted in favor of the transaction represented approximately 84% of the total AMC memberships outstanding and entitled to vote on this transaction.
"On behalf of all my colleagues at NYSE Euronext, I want to thank the AMC membership for approving this historic combination," said Duncan L. Niederauer, NYSE Euronext CEO. "We look forward to closing the transaction and to bringing our businesses together for the benefit of our customers and shareholders."
"We are pleased that the AMC membership strongly supports this transaction," said Neal Wolkoff, Amex Chairman and CEO. "The approval by seat owners is an important step to complete this compelling and strategic business combination."
Under the terms of the agreement, NYSE Euronext will pay $260 million in NYSE Euronext common stock for the Amex. In addition, Amex members will be entitled to receive additional shares of NYSE Euronext common stock calculated by reference to net proceeds, if any, from the expected sale of Amex's lower Manhattan headquarters.
Lehman Brothers is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to NYSE Euronext on this transaction. Amex is represented by Morgan Stanley as financial advisor and Milbank, Tweed, Hadley & McCloy LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisors.