NYSE Euronext Announces Timeline for Completing Acquisition by IntercontinentalExchange

  NYSE Euronext Announces Timeline for Completing Acquisition by
  IntercontinentalExchange

Business Wire

NEW YORK -- November 8, 2013

NYSE Euronext (NYSE:NYX) today provided the following statements and timeline
for the completion of its acquisition by IntercontinentalExchange, Inc. (NYSE:
ICE), a leading operator of global markets and clearing houses.

ICE and NYSE Euronext now have all the regulatory approvals necessary to
proceed with closing their previously announced transaction and intend to
close the transaction on November 13, 2013. Trading in
IntercontinentalExchange, Inc. stock and NYSE Euronext stock will cease at the
end of the trading day on November 12, 2013 and trading in
IntercontinentalExchange Group, Inc. stock will begin on November 13, 2013
under the ticker symbol “ICE” and will continue to trade on the New York Stock
Exchange. The new ICE stock CUSIP number will be 45866F 104.

Under the terms of the Merger Agreement, shareholders of NYSE Euronext had the
option to elect to receive for each share of NYSE Euronext common stock
(except for excluded shares and dissenting shares as more particularly set
forth in the Merger Agreement):

  *A number of validly issued, fully paid and non-assessable shares of the
    Company’s common stock, par value $0.01 per share (each, an "ICE Group
    Share") equal to 0.1703 and an amount of cash equal to $11.27, without
    interest (together, the "Standard Consideration");
  *An amount in cash equal to $33.12, without interest (the "Cash
    Consideration"); or
  *A number of ICE Group Shares equal to 0.2581 (the "Stock Consideration").

As previously announced, because the Stock Consideration option was
substantially oversubscribed, the consideration to be received by the holders
who elected the Stock Consideration was prorated pursuant to the terms of the
Merger Agreement. The companies can now confirm the final election results,
which are set out below and are the same as the preliminary results previously
disclosed:

  *Stockholders of NYSE Euronext who elected to receive the Standard
    Consideration and those that failed to make a valid election prior to 5:00
    p.m., New York City time, on October 31, 2013, the election deadline, will
    receive the Standard Consideration.
  *Stockholders of NYSE Euronext who elected to receive the Cash
    Consideration will receive the Cash Consideration.
  *Stockholders of NYSE Euronext who elected to receive the Stock
    Consideration will receive, for each share of NYSE Euronext common stock
    (except for excluded shares and dissenting shares as more particularly set
    forth in the Merger Agreement), a number of validly issued, fully paid and
    non-assessable ICE Group Shares equal to 0.171200756 and an amount of cash
    equal $11.154424.

About IntercontinentalExchange

IntercontinentalExchange (NYSE: ICE) is a leading operator of regulated
exchanges and clearing houses serving the risk management needs of global
markets for agricultural, credit, currency, emissions, energy and equity index
products. www.theice.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995 - Statements in this press release regarding IntercontinentalExchange’s
business that are not historical facts are “forward-looking statements” that
involve risks and uncertainties. For a discussion of additional risks and
uncertainties, which could cause actual results to differ from those contained
in the forward-looking statements, see ICE’s Securities and Exchange
Commission (SEC) filings, including, but not limited to, the risk factors in
ICE’s Annual Report on Form 10-K for the year ended December 31, 2012, as
filed with the SEC on February 6, 2013.

About NYSE Euronext

NYSE Euronext (NYX) is a leading global operator of financial markets and
provider of innovative trading technologies. The company's exchanges in Europe
and the United States trade equities, futures, options, fixed-income and
exchange-traded products. With approximately 8,000 listed issues (excluding
European Structured Products), NYSE Euronext's equities markets - the New York
Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca -
represent one-third of the world’s equities trading, the most liquidity of any
global exchange group. NYSE Euronext also operates NYSE Liffe, one of the
leading European derivatives businesses and the world's second-largest
derivatives business by value of trading. The company offers comprehensive
commercial technology, connectivity and market data products and services
through NYSE Technologies. For more information, please visit:
http://www.nyx.com.

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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This written communication contains “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,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,”
“future” or the negative of those terms or other words of similar meaning. You
should carefully read forward-looking statements, including statements that
contain these words, because they discuss our future expectations or state
other “forward-looking” information. Forward-looking statements are subject to
numerous assumptions, risks and uncertainties which change over time. ICE
Group, ICE and NYSE Euronext caution readers that any forward-looking
statement is not a guarantee of future performance and that actual results
could differ materially from those contained in the forward-looking statement.

Forward-looking statements include, but are not limited to, statements about
the benefits of the proposed merger involving ICE Group, ICE and NYSE
Euronext, including future financial results, ICE’s and NYSE Euronext’s plans,
objectives, expectations and intentions, the expected timing of completion of
the transaction and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in ICE’s and NYSE
Euronext’s filings with the U.S. Securities and Exchange Commission (the
“SEC”). These risks and uncertainties include, without limitation, the
following: the inability to close the merger in a timely manner; the failure
to satisfy other conditions to completion of the merger, including receipt of
required regulatory and other approvals; the failure of the proposed
transaction to close for any other reason; the possibility that any of the
anticipated benefits of the proposed transaction will not be realized; the
risk that integration of NYSE Euronext’s operations with those of ICE will be
materially delayed or will be more costly or difficult than expected; the
challenges of integrating and retaining key employees; the effect of the
announcement of the transaction on ICE’s, NYSE Euronext’s or the combined
company’s respective business relationships, operating results and business
generally; the possibility that the anticipated synergies and cost savings of
the merger will not be realized, or will not be realized within the expected
time period; the possibility that the merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business operations and
opportunities; general competitive, economic, political and market conditions
and fluctuations; actions taken or conditions imposed by the United States and
foreign governments or regulatory authorities; and adverse outcomes of pending
or threatened litigation or government investigations. In addition, you should
carefully consider the risks and uncertainties and other factors that may
affect future results of the combined company, as are described in the section
entitled “Risk Factors” in the joint proxy statement/prospectus filed by ICE
Group with the SEC, and as described in ICE’s and NYSE Euronext’s respective
filings with the SEC that are available on the SEC’s web site located at
www.sec.gov, including the sections entitled “Risk Factors” in ICE’s Form 10-K
for the fiscal year ended December 31, 2012, as filed with the SEC on February
6, 2013, and “Risk Factors” in NYSE Euronext’s Form 10-K for the fiscal year
ended December 31, 2012, as filed with the SEC on February 26, 2013. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this written communication. Except for any obligations
to disclose material information under the Federal securities laws, ICE Group,
ICE and NYSE Euronext undertake no obligation to publicly update any
forward-looking statements to reflect events or circumstances after the date
of this written communication.

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction, ICE Group has filed with the SEC a
registration statement on Form S−4, which the SEC has declared effective and
which contains a joint proxy statement/prospectus with respect to the proposed
acquisition of NYSE Euronext by ICE Group. The final joint proxy
statement/prospectus has been delivered to the stockholders of ICE and NYSE
Euronext. INVESTORS AND SECURITY HOLDERS OF BOTH ICE AND NYSE EURONEXT ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION CAREFULLY AND IN ITS ENTIRETY, INCLUDING ANY DOCUMENTS PREVIOUSLY
FILED WITH THE SEC AND INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING ICE, NYSE
EURONEXT AND THE PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus, as well as other
filings containing information about ICE and NYSE Euronext, without charge, at
the SEC’s website at http://www.sec.gov. Investors may also obtain these
documents, without charge, from ICE’s website at http://www.theice.com and
from NYSE Euronext’s website at http://www.nyx.com.

Contact:

NYSE Euronext
Media
Robert Rendine: 212-656-2180
rrendine@nyx.com
Eric Ryan: 212-656-2411
eryan@nyx.com
Caroline Nico: +33 (0)1 49 27 10 74
cnico@nyx.com
or
Investor Relations
Stephen Davidson: 212-656-2183
sdavidson@nyx.com
 
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