Intercontinental Exchange Inc. · NYSE:ICE
Intercontinental Exchange — Merger or Acquisition (December 2012)
21 slides from Intercontinental Exchange's merger presentation, Dec 20, 2012
Slide 1: Creating the Premier Global Market Operator
Creating the Premier Global Market Operator IntercontinentalExchange Agreement to Acquire NYSE Euronext DECEMBER 20, 2012
Slide 2: Safe Harbor
Safe Harbor Forward-Looking Statements: This presentation may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “
Slide 3: Safe Harbor (continued)
Safe Harbor (continued) Important Information About the Proposed Transaction and Where to Find It: In connection with the proposed transaction, ICE intends to file with the SEC a registration statement on Form S−4, which will include a joint proxy statement/prospectus with respect to the proposed ac
Slide 4: Creating a Global Markets and Risk Management Leader
Creating a Global Markets and Risk Management Leader Supports transformative opportunities as a global market leader, combining complementary, high-growth derivatives markets and world class clearing & risk management solutions with premier listing venues Best-in-class growth leader in global deri
Slide 5: Beneficial to Shareholders and Market Participants
Beneficial to Shareholders and Market Participants NYSE EURONEXT SHAREHOLDERS ICE SHAREHOLDERS $33.12 per share offer, represents a 38% current premium Expansion into financial derivatives products and pre- and a 28% premium to NYSE Euronext’s average share price eminent global equities and list
Slide 6: Transaction Summary
Transaction Summary $33.12 per share; $8.2 billion equity value (1) NYSE Euronext shareholders receive 0.1703 shares of ICE and $11.27 per share in cash (2) STRUCTURE 38% current premium and 28% premium to NYSE Euronext’s 2012 average share price 33% cash / 67% stock consideration PRO FORMA
Slide 7: Compelling Strategic Rationale
Compelling Strategic Rationale Leading global, end-to-end derivatives franchise spanning agricultural and energy commodities, ESTABLISHES PREMIER credit derivatives, equities and equity derivatives, foreign exchange and interest rates GLOBAL MARKETS Proven clearing platform to drive growth initi
Slide 8: Premier Operator of Global Markets
Premier Operator of Global Markets Combined business well diversified across asset classes, products and geographies Pro Forma Business Mix: Net Revenues Pro Forma Product Mix: Futures Volumes (3) Cash CDS Other Trading 4% 9% 11% Index Futures & 10% Energy & Options (1) Listings Emissions (4) 44% 12
Slide 9: Iconic Global Brands and Deep Infrastructure
Iconic Global Brands and Deep Infrastructure ICE and NYSE Euronext have assembled a valuable portfolio of businesses across global markets through acquisitions, organic initiatives and alliances Clearing & Data / Alliances / Commodities Financial Cash & Listings Services Investments Winnipeg Commodi
Slide 10: Comprehensive Coverage of Global Financial Markets
Comprehensive Coverage of Global Financial Markets Key benchmarks and integrated market infrastructure Americas Europe and Asia Clearing & Cash & Clearing & Cash & Commodities Financial Commodities Financial Data / Svcs Listings Data / Svcs Listings Natural Gas Currency Pairs Clearing NYSE B
Slide 11: Leading Innovator in Global Derivatives Markets
Leading Innovator in Global Derivatives Markets Pro forma ICE will be a leader across financial, energy, equities and commodity products with access to a premier global interest rates complex Global Derivatives Contracts Traded 3rd largest global derivatives complex on a pro MM of Contracts, 9/30/
Slide 12: Accelerating Innovation and Integration
Accelerating Innovation and Integration ICE’s proven experience in establishing and migrating clearing services and technology will accelerate innovation and integration for future growth Leading global clearing solution for futures and OTC markets already in place in London ESTABLISHED Unique e
Slide 13: Enhancing Combined Growth Initiatives
Enhancing Combined Growth Initiatives Continued focus on accelerating growth and efficiencies across all business lines Global Derivatives Cash and Listings Technology and Data Services Capitalize on the IRS clearing Capitalize on momentum from new Expand managed services offering opportunity
Slide 14: Well Positioned to Lead Derivatives Industry Evolution
Well Positioned to Lead Derivatives Industry Evolution Combination reinforces ICE’s proven industry leadership Historical Financial Reform Solutions Recent and Current Initiatives ICE Trade Automation, Clearing and Processing Transparency, Readiness and Implementation: Infrastructure: Multi-asset
Slide 15: Proven Track Record of Successful Acquisitions
Proven Track Record of Successful Acquisitions History of realizing synergies on or ahead of schedule Demonstrated ability to efficiently and 2011: Became largest effectively integrate acquisitions while growing shareholder in core business Cetip 2012: Announced Acquisition of Proven record of
Slide 16: Significant Synergy Opportunities
Significant Synergy Opportunities Full run-rate synergies of approximately $450 million within 3 years of closing $450 million of cost synergies have been identified including $150 million of remaining NYSE Euronext Project 14 cost reductions o Excluding the remaining Project 14 reductions, $300 m
Slide 17: Robust Pro Forma Cash Flow and Operating Leverage
Robust Pro Forma Cash Flow and Operating Leverage Combination increases financial scale while maintaining significant flexibility to pursue additional strategic opportunities and organic growth initiatives Significant cash expected to be generated which could be used to further reduce leverage ~
Slide 18: Continued Focus on Shareholder Value Creation
Continued Focus on Shareholder Value Creation ICE has delivered superior shareholder value through leading returns on invested capital Prudent manager of shareholder capital with a track record of disciplined M&A and organic investments Transaction expected to be GAAP EPS accretive in Year 1 (20
Slide 19: ICE and NYSE Euronext – A Compelling Combination
ICE and NYSE Euronext – A Compelling Combination Creates an unparalleled operator of global exchanges and clearing houses for commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates Strong global presence, infrastructure and brands across internation
Slide 20: APPENDIX
APPENDIX
Slide 21: Overview of Euronext
Overview of Euronext Post-closing ICE will look to optimize the portfolio of global businesses, including a potential IPO of Euronext Euronext assets to potentially include the NYSE Euronext markets in Paris, Amsterdam, Brussels and Lisbon o Includes all cash equities and derivatives products curr
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