NYSE Euronext to Acquire the American Stock Exchange - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Good day ladies and gentlemen and welcome to the NYSE Euronext conference call. My name is Amanda and I will be your operator for today. At this time All participants are in a listen-only mode. We will be facilitating the question-and-answer session towards the end of this conference. (OPERATOR INSTRUCTIONS). As a reminder, this conference is being recorded for replay purposes. I would now like to turn the call over to Mr. Gary Stein, the head of investor relations. Please proceed, sir.

GARY STEIN, VP, IR, NYSE EURONEXT: Good afternoon. I'm Gary Stein, head of investor relations for NYSE Euronext. We are pleased to host this conference call to discuss today's announcement regarding the acquisition of the American Stock Exchange.

During this call, our comments may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements are based on NYSE Euronext's current expectations and involve risks and uncertainties that could cause NYSE Euronext's actual results to differ materially from those in the statements.

Please refer to our SEC filings for a full discussion of the risk factors that may affect any forward-looking statements. You should not place undue reliance on forward-looking statements which speak only as of the date of this conference call. Except for any obligations to disclose material information under the federal securities laws, NYSE Euronext undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after this conference call.

In connection with the proposed acquisition by NYSE Euronext of the Amex, NYSE Euronext intends to file with the US Securities and Exchange Commission 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.

The proxy statement and prospectus 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 the registration or qualification under the securities laws of any such jurisdictions. 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.

In a press release issued earlier today, NYSE Euronext the world's largest and most liquid exchange group, entered into a definitive agreement to acquire the American Stock Exchange. Under terms of the agreement, NYSE Euronext will pay $260 million in NYSE Euronext common stock for the Amex. In addition, Amex members will be entitled to receive additional shares of NYSE Euronext common stock based on the net proceeds from the expected sale of Amex's lower Manhattan headquarters.

This proposed business combination was approved by both companies' Board of Directors. Subject to approval by Amex members and customary regulatory approvals, including from the US Securities and Exchange Commission and the Department of Justice, this transaction is expected to close in the third quarter of this year and to be accretive to NYSE Euronext's 2009 earnings.

With me on today's call are Duncan Niederauer, Chief Executive Officer of NYSE Euronext; Neal Wolkoff, Chairman and Chief Executive Officer of the American Stock Exchange; and Larry Leibowitz, Head of Global Technology and US trading for NYSE Euronext. I will now turn the call over to Duncan. At the conclusion of our remarks, we will take your questions.

DUNCAN NIEDERAUER, PRESIDENT AND CO-COO, NYSE EURONEXT: Thanks Gary, this is Duncan. I apologize in advance for my voice. Thanks to everyone for joining the call and I also want to extend some thanks to Neal Wolkoff who is with us and his team at the Amex as well as our respective Boards of Directors for moving forward with this historic and strategic combination.

As Gary said, we are the established leader in global financial market consolidation offering the most attractive and diverse array of products of any global exchange and we think the addition of the Amex to the NYSE Euronext family …