NEW YORK NYSE Euronext NYX.N and Deutsche Boerse AG (DB1Gn.DE) agreed to pay roughly $900 million (561 million pounds) of dividends to settle U.S. shareholder lawsuits challenging their roughly $10 billion merger to create the world's largest exchange operator.
According to an agreement filed on June 17 with the Delaware Chancery Court, the companies would pay shareholders 2 euros (US$2.85) per share outstanding of the combined holding company after the planned merger is completed.
The agreement requires court approval, and would end shareholder lawsuits in New York and Delaware state courts. It essentially reflects the special dividend that the companies announced on June 7, and which would be paid once a merger closes.
Shareholders had sued NYSE Euronext shortly after that company announced its planned sale to its German counterpart in February. They complained that the takeover price was too low, and that the company should have courted other bidders.
According to the agreement, the exchange operators denied wrongdoing, and the shareholders settled to avoid delays and uncertainties from continued litigation.
The combined company would operate in the United States and across Europe. Shareholders of Deutsche Boerse would own roughly 60 percent.
NYSE Euronext shareholders are scheduled to vote on the merger on July 7. Deutsche Boerse shareholders would have until July 13 to tender their shares. A closing is expected by year end.
The cases are In re: NYSE Euronext Shareholders Litigation, Delaware Chancery Court, No. CA6220; and In re: NYSE Euronext Shareholder Litigation, New York State Supreme Court, New York County, No. 773000/2011.
(Reporting by Jonathan Spicer and Jonathan Stempel, editing by Bernard Orr)