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 Developments
Notable Transactions
Euronext / NYSE Group
Merger of equals
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 NYSE
and Euronext agree to merge
- Deal can reshape global securities trading
- Stock-cash merger styled as a merger of equals
- NYSE
stock price has declined since announcement
 SEC
indirectly supports the deal
- SEC "fact sheet"
6.16.06
- By itself, merger won't
expand SEC's jurisdictional reach
NYSE
proposal
announced
5.22.06
Deal
announced 6.01.06
Deal
terms
- Merged company to be renamed NYSE Euronext
- 11 NYSE directors; 9 Euronext directors
- Euronext Chairman to be Chairman; NYSE CEO to be
CEO
- Euronext shareholders to get stock and cash
- 0.980 shares of NYSE stock and 21.32 in cash
- Cash election, subject to proration
Tops
competing offer from Deutsche Bourse
Advisors
- NYSE: Citigroup / Societe Generale / Wachtell
- Euronext: Morgan Stanley / ABN Amro /
Cleary Gottlieb
Agreements
Interim
communications |
London Stock Exchange / Nasdaq Stakehold
Investment
|
Nasdaq
now holds a 25.1% interest in LSE
LSE
rebuffed a $4.5B offer from Nasdaq in March 2006
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BrownCo (JP Morgan Chase) / E*Trade
LLC Purchase §338(h)(10)
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Purchase
of JPMorgan Chase's online brokerage service
Announced
9.29.05
Advisors
- JP Morgan: JP Morgan Securities / Simpson
Thacher
- E*Trade: Evercore / Morgan Stanley / Clifford Chance
Agreements
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HarrisDirect / E*Trade Financial
LLC Purchase §338(h)(10)
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Sale
of US online brokerage by BMO (Canada)
Announced
8.08.05
Advisors
- BMO/Harris: Merrill Lynch / Sullivan & Cromwell
- E*Trade: Evercore / Clifford Chance
Agreements
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TD Waterhouse / Ameritrade Subsidiary
Sale Stock Swap
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Creates
largest online retail broker
- Ameritrade buys TD's US online brokerage
- Named "TD Ameritrade"
- TD gets 32% of Ameritrade
- Ameritrade stockholders get $6.00 special
dividend
Advisors
- Ameritrade: Citigroup / Wilson Sonsini
- TD: Goldman Sachs / Simpson Thacher
Announced
6.22.05
E*Trade
made bear hug offer for
Ameritrade
- Increased offer to 49.5% plus $2 billion (6.06.05 news
accounts)
- Previously made publicly disclosed
bear hug
offer
Agreements
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Archipelago Exchange / NYSE
Cash Election Merger
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NYSE and Archipelago Exchange to merge
- New
entity (NYSE Group Inc) will be publicly held
- Challenge over Goldman Sachs conflicts settled
- IRS issues favorable revenue ruling
12.05.05
- Shareholders approve
12.06.05
- SEC gives final approval
2.27.06
Announced
4.20.05
Revised
7.20.05
- Form 8-K
- Principally to add a cash election provision (see
Deal terms)
Closed
3.07.06
Advisors
- NYSE:
Goldman Sachs / Lazard / Wachtell
- ArcaEx:
Goldman Sachs / Greenhill / Sullivan & Cromwell
- Goldman
owns 15% of ArcaEx and
owns Spear Leeds,
a NYSE specialist
Deal
terms
- 30% of its stock to ArcaEx shareholders
- 70% of its stock to NYSE members
- NYSE
members will receive $400 million cash distribution
($300,000 per seat)
- Three ArcaEx directors / 11 NYSE directors
- NYSE CEO will continue as CEO
- ArcaEx CEO will join two NYSE execs as
Co-Presidents
Agreements SEC_CODE_REF_0090001192884
Proxy
solicitation
 Form S-4
7.21.05
Interim
Communications
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Instinet Group / The Nasdaq Stock Market Cash Merger
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Instinet
and Nasdaq to merge
-
Background
through 6.13.05
-
Instinet's
Institutional Brokerbusiness will be divested
- Instinet's
Lynch, Jones & Ryan subsidiary
divested
-
Acquired by
The Bank of New York
Announced
4.22.05
Closed
12.08.05
Advisors
- Thomas Weisel Partners
- Keefe Bruyette
- CSFB
- Skadden
- Instinet: UBS / Wachtell
- Silver Lake: Ropes & Gray
Deal
terms
- Cash per share based on formula
- Estimated $5.44 cash per Instinet share
- $1.8 billion total
- Taxable reverse triangular merger
Agreements
Filings
Proxy
solicitation
Fairness
opinions
UBS
Interim
Commnications
|
Pershing / Bank of New York Sub Sale § 338(h)(10) Election
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BoNY
acquires largest correspondent clearing firm
- Sold by Credit Suisse First Boston
- Boosts BoNY's fee-based revenues to 74%
Deal
terms
- Cash purchase price of $2.0 billion
- $1.4 billion premium to book value
- Earn-out potential of $50 million
- Accretive to GAAP EPS in 2004
- § 338(h)(10) election,
for tax purposes
Advisors
- BoNY: Sullivan & Cromwell
- CSFB: Shearman & Sterling
Announced
1.08.03
Closed
5.01.03
Agreements
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Cases
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DL
Capital v Nasdaq Stock Market 2nd Cir 2005
- Nasdaq was sued over canceling trades
- 2nd Circuit refused to recognize a fraud
exception to the absolute immunity granted to SROs such as Nasdaq
- Absolute immunity applies so long as the SRO acts
within its delegated "quasi-governmental powers"
- Second Circuit opinion
5.26.05
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Related Topics
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