NYSE Euronext (NYX) has entered into a definitive agreement to acquire, through NYSE Technologies, Inc., its indirect, wholly-owned subsidiary, NYFIX, Inc., a provider of solutions that optimize trading efficiency, in an all-cash deal for USD1.675 per share of common stock.
The total value of the deal is approximately USD144 million, including preferred stock consideration. The NYSE Euronext, NYSE Technologies and NYFIX Boards of Directors have approved the acquisition, which is subject to approval by NYFIX shareholders and customary regulatory approvals. The transaction is expected to close in the fourth quarter of 2009 and to be accretive to NYSE Euronext 2010 earnings, excluding one-time deal and restructuring costs.
Upon closing, the NYFIX FIX business, incorporating the companys FIX Software business and the NYFIX Marketplace, will become part of the offerings provided by NYSE Technologies, the commercial technology division of NYSE Euronext.
The integration of both the FIX Software business and the NYFIX Marketplace complements NYSE Technologies comprehensive suite of commercial technology products. NYSE Euronext will explore various alternatives for the NYFIX Transactions Services business, including its Millennium dark pool.
Once the acquisition is complete, the NYFIX business will report to Young. Bob Moitoso will continue to lead the NYFIX FIX business. Edelstein will stay on through the close of the transaction.
Citigroup is acting as financial advisor and Wachtell, Lipton, Rosen & Katz as legal advisor to NYSE Euronext on this transaction. NYFIX is represented by Evercore Partners as financial advisor and Wilmer Hale as legal advisor. The Special Committee was advised by Greenhill & Co., LLC as financial advisor and Covington & Burling LLP as legal counsel. Evercore Partners provided a fairness opinion to NYFIX’s Board of Directors and Greenhill & Co. provided a fairness opinion to the Special Committee and to the Board.
The agreement we have reached with NYSE Euronext represents substantial value for NYFIX shareholders. This is an all cash deal at a premium to the current market for NYFIX shares. NYFIX customers will also benefit greatly through the combination of two of the industrys leading trading communities, creating a global transaction marketplace connecting buy-side and sell-side, as well as from the strength of the NYSE Euronext platform and global brand, says Howard Edelstein, CEO of NYFIX.
The NYFIX FIX Division complements our strategic corporate goals and technology business, and expands our points of connectivity with customer trading communities, says Michael Geltzeiler, executive vice president and chief financial officer, NYSE Euronext. There are natural synergies and efficiencies that will be realized both in terms of costs and tax benefits and we believe this transaction will benefit our customers and shareholders.
NYFIX is a natural extension of our connectivity business and fits nicely into our SFTI Integrated Partner Solutions, which currently enables hundreds of technology providers to offer value added products and services to participating firms. The synergies will be particularly apparent to the pre-trade buy- and sell-side communities, which will benefit from a broad combination of technology assets and connections for efficient end-to-end transaction processing. We look forward to welcoming the NYFIX community to NYSE Euronext, says Stanley Young, chief executive officer of NYSE Technologies and co-CIO, NYSE Euronext.
“I’d like to thank the members of our Board and the Special Committee that oversaw the process that culminated with this transaction for their hard work over many months, which ultimately produced a strong premium for NYFIX shareholders,” says Lon Gorman, chairman, NYFIX. “I’d also like to thank Howard Edelstein, who led a complete overhaul of the Company over the past three years that made this transaction possible.
L.D.