The following is a summary of the terms of the Deutsche Boerse $10.2 billion takeover of NYSE Euronext:
• Deutsche Boerse shareholders will own 60 percent of the combined company; NYSE Euronext's stock holders will own 40 percent.
• The deal values NYSE Euronext shares at about $39 apiece, about a 17 percent premium to their level before word of a pending deal leaked out on Wednesday, Feb. 9.
• 10 of the 17 board seats will be held by Deutsche Boerse directors; seven will be NYSE Euronext directors.
• Reto Francioni, chief executive of Deutsche Boerse, will be chairman of the combined company and will also be responsible for strategy and global relationship management. Duncan Niederauer, CEO of NYSE Euronext, will be CEO of the combined company.
• The company will have dual headquarters in Frankfurt and New York.
• A holding company, based in the Netherlands, will take over both companies. The holding company will swap shares with Deutsche Boerse investors on a one-for-one basis, through a public exchange offer. A U.S. subsidiary of the holding company will give NYSE Euronext investors 0.47 new share for each NYSE Euronext share they own.
• The transaction is expected to close at the end of 2011
• The deal must be approved by holders of a majority of NYSE Euronext shares and by holders of 75 percent of Deutsche Boerse's shares. It is also subject to approval from anti-trust authorities and other regulators in the United States and Europe.
• The companies expect annual cost savings of about 300 million euros/$400 million, mainly from information technology, clearing and market operations, and some administration and support functions. The company also hopes to boost revenue by 100 million euros/$133 million by selling more products together than they did separately.
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