The New York Stock Exchange, Inc. and Archipelago Holdings, Inc. (PCX: AX) today announced special meetings of their respective Members and stockholders for Dec. 6, 2005 at which approval will be sought for the proposed NYSE-Archipelago merger.
Scheduling the meetings and votes reflect that today the U.S. Securities and Exchange Commission declared effective the Form S-4 Registration Statement of NYSE Group, Inc. with respect to the NYSE/Archipelago merger. The NYSE and Archipelago will begin mailing the joint proxy statement/prospectus and voting materials to its respective Members and equity holders. Also, the NYSE filed with the SEC for publication and approval proposed rules pertaining to the NYSE Group's corporate structure and governance, trading licenses and other transitional matters.
"We believe that our combination with Archipelago maintains our leadership position and fulfills our goal of becoming a global multi-product marketplace," said NYSE CEO John A. Thain. "Our proposed merger gives the Exchange a strong platform for future growth, competitive positioning, and value creation. Moreover, this transaction provides significant benefits for all Exchange constituents, our Members and our customers."
"This combination will create a dynamic and innovative next generation exchange to the benefit of all investors," said Jerry Putnam, CEO of Archipelago. "We believe that together, we will be better positioned to serve our clients, compete in the global arena and enhance value for our shareholders."
Completion of the merger requires an affirmative vote of two-thirds of the votes cast by a quorum of NYSE Members and a majority of the outstanding shares of Archipelago common stock. If approved, the merger will represent the largest-ever among securities exchanges and combine the world's leading cash equities market with the first totally open, fully electronic exchange. As merged enterprises, the NYSE and Archipelago will become wholly owned subsidiaries of NYSE Group Inc., a newly formed, for-profit Delaware corporation that will be a publicly traded corporation.
The NYSE board of directors and Archipelago board of directors have unanimously recommended that NYSE Members and Archipelago stockholders, respectively, vote "for" the approval and adoption of the merger agreement. The NYSE and Archipelago announced the merger on April 20, 2005. The parties expect to close the transaction in early 2006.
Important Acquisition Information with Respect to the Merger
In connection with the proposed merger of the New York Stock Exchange, Inc. ("NYSE") and Archipelago Holdings, Inc. ("Archipelago"), NYSE Group, Inc. has filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a joint proxy statement/prospectus regarding the proposed transaction. The parties have filed other publicly available relevant documents concerning the proposed transaction with the SEC. The SEC declared the Registration Statement effective on November 3, 2005.