NEW YORK, January 22, 2008 – Transatlantic exchange NYSE Euronext will acquire the American Stock Exchange (“AMEX”) in a transaction valued at $260 million, plus the net proceeds of the sale of AMEX’s building in downtown New York City. The strategic transaction combines NYSE Euronext, the world’s largest and most liquid exchange group with its century-long rival AMEX. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partners John Franchini and Roland Hlawaty, represented AMEX in negotiating and structuring the transaction.
Mr. Franchini noted, “The combination further advances the wave of consolidation in global financial markets, where leveraging size, efficiency and the quality of trading and technology appears advantageous for success in an increasingly competitive environment.”
Mr. Hlawaty added, “Drawing on our expertise in M&A and our specialized experience in representing the securities industry, Milbank put together a team that was able to handle all elements of the transaction.”
In addition to M&A partners Franchini and Hlawaty, the Milbank team advising AMEX included partners Dale Ponikvar and Paul Wessel (tax/benefits), James Ball and Robert Mullen (securities laws issues) and M&A associates Victoria Zhu and Gabrielle Haddad.
About the Transaction
The proposed merger, which has been approved by both companies’ boards of directors, will significantly enhance NYSE Euronext’s scale in U.S. options, exchange traded funds (ETFs), closed-end funds, structured products and cash equities. Under the terms of the agreement, NYSE Euronext will pay $260 million in NYSE Euronext common stock for Amex. In addition, Amex members will be entitled to receive additional shares of NYSE Euronext common stock based on net proceeds from the expected sale of Amex’s lower Manhattan headquarters. Subject to approval by Amex members and customary regulatory approvals, including from the U.S. Securities and Exchange Commission and Department of Justice, the deal is expected to close in the third quarter of 2008 and to be accretive to NYSE Euronext’s 2009 earnings.
Morgan Stanley acted as financial advisor and Paul, Weiss, Wharton & Garrison LLP provided legal counsel to the board of AMEX. Lehman Brothers acted as financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor to NYSE Euronext.
About Milbank
Milbank, Tweed, Hadley & McCloy LLP is a preeminent global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex, “first-ever” corporate transactions and litigation. Our transactional expertise includes capital markets, corporate finance and transactions, project finance, acquisition finance, and other major fields of law practice. Milbank litigation teams resolve disputes involving mergers and acquisitions, proxy battles, financings and securities offerings, intellectual property, white collar crime, and corporate restructurings, among others. Our clients range from prominent multinational financial, industrial and commercial enterprises to governments, institutions and individuals. The firm is headquartered in New York with offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, Singapore, Tokyo and Washington, DC.