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This excerpt taken from the NYX 8-K filed Jan 18, 2008.

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 17, 2008, NYSE Euronext and The Amex Membership Corporation (“AMC”), of which the American Stock Exchange LLC is a wholly owned subsidiary, announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which NYSE Euronext agreed to acquire AMC through a merger (the “Merger”) of a successor entity of AMC with and into Amsterdam Merger Sub, Inc., a wholly owned subsidiary of NYSE Euronext.

Subject to the terms and conditions provided in the Merger Agreement, AMC members will be entitled to receive (1) an aggregate of $260 million in NYSE Euronext common stock, par value $0.01 per share and (2) additional shares of NYSE Euronext common stock based on the net proceeds (net of fees, taxes, and other items as provided in the Merger Agreement), if any, from the sale of Amsterdam’s lower Manhattan headquarters, if such sale occurs within 4 years and 240 days of the closing of the Merger.

Completion of the Merger will be subject to customary conditions, including: (a) approval of the Merger by the members of AMC, (b) approval by requisite governmental regulators and authorities, including approvals under applicable antitrust laws, (c) the listing of the NYSE Euronext common stock being issued in the Merger at closing on the New York Stock Exchange and Euronext Paris, (d) the absence of any law or order prohibiting the completion of the Merger, (e) subject to certain exceptions, the accuracy of representations and warranties of the other party, and (f) material compliance of the other party with its covenants.

The Merger Agreement also contains customary termination provisions which may under certain circumstances (1) subject AMC, upon termination of the Merger Agreement, to the payment of up to $10 million in termination fees and reimbursement of NYSE Euronext’s expenses or (2) subject NYSE Euronext, upon termination of the Merger Agreement, to the reimbursement of AMC’s expenses. The Merger Agreement also permits either NYSE Euronext or AMC to terminate the Merger Agreement if the conditions to the Merger being completed are not satisfied prior to July 15, 2008 (unless such date is extended in accordance with the terms of the Merger Agreement).

The forgoing description is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference.

As of January 17, 2008, AMC has approximately 380 employees.


ITEM 8.01 OTHER EVENTS

On January 17, 2008, NYSE Euronext and AMC issued a joint press release announcing the Merger Agreement and held a joint investor conference call to discuss the Merger. The joint press release and a transcript of the joint conference call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The information in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit
Number

  

Description

2.1

   Agreement and Plan of Merger, dated as of January 17, 2008, by and among NYSE Euronext, Amsterdam Merger Sub, Inc., The Amex Membership Corporation, AMCAS Acquisition Sub, Inc., American Stock Exchange Holdings, Inc., American Stock Exchange LLC and American Stock Exchange 2, LLC.1

99.1

   Press release entitled “NYSE Euronext to Acquire American Stock Exchange,” dated January 17, 2008 (solely furnished and not filed for purposes of Item 8.01).

99.2

   Script of investor conference call regarding the proposed acquisition of The Amex Membership Corporation by NYSE Euronext, held on January 17, 2008 (solely furnished and not filed for purposes of Item 8.01).

1

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  NYSE Euronext hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NYSE EURONEXT

Dated: January 18, 2008

    By:  

/s/ Rachel F. Robbins

    Name:   Rachel F. Robbins
    Title:   Executive Vice President and General Counsel


IMPORTANT INFORMATION WITH RESPECT TO THE MERGER

In connection with the proposed acquisition by NYSE Euronext of The Amex Membership Corporation (“Amex”), NYSE Euronext intends to filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, containing a preliminary proxy statement/prospectus regarding the proposed transaction. The parties will file other relevant documents concerning the proposed transaction with the SEC. Such documents, however, are not currently available. AMEX MEMBERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Amex members can obtain a free copy of the final proxy statement/prospectus, as well as other filings containing information about NYSE Euronext and Amex without charge, at the SEC’s website (http://www.sec.gov). Amex members can obtain a free copy of the final proxy statement/prospectus, as well as other filings containing information about NYSE Euronext and Amex without charge, at the SEC’s website (http://www.sec.gov). Copies of the final proxy statement/prospectus can also be obtained, without charge, once they are filed with the SEC, by directing a request to the Office of the Corporate Secretary, NYSE Euronext, 11 Wall Street, New York, NY 10005, 212-656-2061 or to Amex, Attention: Office of the Corporate Secretary, 86 Trinity Place, New York, NY 10006, 212-306-1408.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

This excerpt taken from the NYX 8-K filed Apr 2, 2007.
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
 
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
 
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


This excerpt taken from the NYX 8-K filed Mar 28, 2007.
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


This excerpt taken from the NYX 8-K filed Feb 15, 2007.
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   


ITEM 8.01. OTHER EVENTS.

     On February 15, 2007, NYSE Group, Inc. and Euronext N.V. issued a press release announcing that NYSE Euronext, Inc., through its indirectly owned subsidiary NYSE Euronext (Holding) N.V., will commence an exchange offer on February 15, 2007 for all of the outstanding shares of Euronext. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

     The standard offer consideration that Euronext shareholders will receive for each Euronext share that they tender in the exchange offer is €21.32 in cash, without interest, and 0.98 of a share of NYSE Euronext common stock. In lieu of receiving this standard consideration, Euronext shareholders have the right to elect to receive for each of their tendered Euronext shares:

·    1.2633 shares of NYSE Euronext common stock (which is referred to as the stock election); or
 
·    €95.07 in cash, without interest (which is referred to as the cash election).
 

     The stock election and cash election are subject to proration and allocation to ensure that the total amount of cash paid, and the total number of shares of NYSE Euronext common stock issued, in the offer will equal the total amount of cash and number of shares that would be paid and issued if all tendering Euronext shareholders received the standard offer consideration.

     The exchange offer will close on March 21, 2007, unless it is extended, and the settlement and delivery of the exchange offer, as well as the admission of the NYSE Euronext common stock on Euronext Paris and on the NYSE, is expected to take place on April 4, 2007.

     The French offering materials, which include NYSE Euronext’s French offer document (note d’information registered under No.07-018 on January 18, 2007)), Euronext’s French response document (note en réponse registered under No.07-019 on January 18, 2007), NYSE Euronext’s French registration statement (document de base registered under No.I.06-184 on November 30, 2006) and the two separate updates on the characteristics of NYSE Euronext and Euronext dated February 14, 2007, have been filed with the French Autorité des marchés financiers (or the AMF) in France and are available on the AMF’s website at www.amf-france.org or on Euronext’s website at www.euronext.com.

     The U.S. offering materials, which include NYSE Euronext’s registration statement on Form S-4 (Registration No. 333-137506) filed with the U.S. Securities and Exchange Commission (or the SEC) and a related prospectus that will be filed with the SEC, will be available on the SEC’s website at www.sec.gov and on www.nyse.com. U.S. holders of Euronext shares should read the prospectus when it becomes available, as opposed to the French offering materials.


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