NYSE Euronext Completes Acquisition of NYFIX
01 December 2009 - 2:32AM
Business Wire
NYSE Euronext (NYX) today announced the completion of its
acquisition, through NYSE Technologies, of NYFIX, Inc. (Nasdaq:
NYFX), a leading provider of innovative solutions that optimize
trading efficiency, in an all-cash deal for approximately $144
million, or $1.675 per common share without interest plus preferred
stock consideration. This acquisition expands NYSE Euronext’s
pre-trade product offering and global buy-side and sell-side
communities.
With the completion of the acquisition, the NYFIX
FIX business, which incorporates the company’s NYFIX
Marketplace and the industry-leading FIX Software business, now
becomes part of the offerings of NYSE Technologies. NYFIX Euro
Millennium operations will cease immediately with a view to
customers bringing their liquidity to SmartPool, the European dark
liquidity venue created by NYSE Euronext in partnership with
leading investment banks. The NYFIX Transaction Services U.S.
electronic agency execution business comprised of its direct market
access and algorithmic products and the Millennium Alternative
Trading System, as previously announced, are being acquired by
ConvergEX, subject to customary closing conditions, including
regulatory approvals.
“The natural synergies born of this combination should prove
beneficial for our customers and shareholders,” said Larry
Leibowitz, Group Executive Vice President, Head of US Markets and
Global Technology, NYSE Euronext. “This transaction complements our
strategic corporate goals and expands our points of connectivity
with customer trading communities. We would also like to recognize
the efforts of NYFIX employees who helped to pioneer electronic
trading and welcome the NYFIX community to NYSE Euronext.”
“With the NYFIX Marketplace, NYSE Technologies now provides a
vital and unique connectivity link between the buy-side and
sell-side at the point of origin in the trade flow process,” said
Stanley Young, Chief Executive Officer of NYSE Technologies and
co-CIO, NYSE Euronext. “This includes more than 450 buy-side
institutions and more than 600 sell-side institutions, and
connections to exchanges and other electronic trade execution
venues around the world.”
NYSE Euronext’s acquisition of NYFIX was announced on Aug. 27,
2009 and was approved by NYFIX stockholders on Nov. 3, 2009.
To view video of Mr. Young with Bob Moitoso, Senior Vice
President, NYSE Technologies Marketplace, addressing the
acquisition, go to: http://www.nyse.com/attachment/nyfix1.htm.
To view video of Lee Hodgkinson, Chief Executive Officer of
Smartpool, go to: http://www.nyse.com/attachment/nyfix2.htm.
Citigroup acted as financial advisor and Wachtell, Lipton, Rosen
& Katz as legal advisor to NYSE Euronext on this transaction.
NYFIX was represented by Evercore Partners as financial advisor and
WilmerHale as legal advisor. The NYFIX 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 NYFIX
Special Committee and to NYFIX’s Board of Directors.
About NYSE Technologies
A division of NYSE Euronext (NYX), NYSE Technologies provides
comprehensive transaction, data and infrastructure services and
managed solutions for buy-side, sell-side and exchange communities
that require next-generation performance and expertise for mission
critical and value-added client services. This division operates
four units: the Global Connectivity unit, offering one of the
world's largest, most reliable financial transaction networks
connecting firms and exchanges worldwide; the Trading Solutions
unit, which creates and implements high performance, end-to-end
messaging software and real-time market data distribution and
integration products; the Exchange Solutions unit, which provides
multi-asset exchange platform services, managed services and expert
consultancy; and the Global Market Data unit, which offers a broad
array of global market information products covering multiple asset
classes. With offices across the U.S., Europe, and Asia, NYSE
Technologies' advanced integrated solutions for a wide range of
services has earned the ability to power the trading operations of
global financial institutions and exchanges. For additional
information visit: http://www.nyse.com/technologies.
About SmartPool
SmartPool Trading Limited is a UK registered company providing a
European dark pool for the execution of institutional order flow.
Created by NYSE Euronext in partnership with J.P. Morgan, HSBC and
BNP Paribas, SmartPool is a Multi Lateral Trading Facility (MTF)
approved and regulated by the Financial Services Authority (FSA).
Headquartered in London, SmartPool has its own management team and
an independent board of directors. For further information, please
visit: www.tradeonsmartpool.com.
Forward Looking Statements
Information provided in this press release may contain
statements relating to current expectations, estimates, forecasts
and projections about future events that are "forward-looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements generally relate to
Voltaire's plans, objectives and expectations for future operations
and are based upon management's current estimates and projections
of future results or trends. They also include third-party
projections regarding expected industry growth rates. Actual future
results may differ materially from those projected as a result of
certain risks and uncertainties. These factors include, but are not
limited to, those discussed under the heading "Risk Factors" in
Voltaire’s annual report on Form 20-F for the year
ended December 31, 2008. These forward-looking statements are
made only as of the date hereof, and we undertake no obligation to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
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