IntercontinentalExchange Completes Acquisition of Creditex Group Inc.**Transaction Combines Innovators in OTC Products and Services****Investor Call Scheduled for September 12**
ATLANTA, Sept. 2 /PRNewswire-FirstCall/ -- IntercontinentalExchange
(NYSE: ICE), a leading operator of regulated global derivatives exchanges and
over-the-counter (OTC) markets, announced the completion of its acquisition of
Creditex Group Inc. (Creditex), a leader in trade execution and processing of
credit default swaps (CDS) in markets spanning the U.S., Europe and Asia. The
acquisition was completed on August 29, 2008. ICE expects to file a Current
Report on Form 8-K, which will include Creditex's financial information and
pro forma financial information, with the Securities and Exchange Commission
prior to the close of business today.
Total consideration, including a working capital adjustment, was $513
million, comprised of approximately $461 million in ICE common stock and
options and $52 million in cash on hand. The stock and option component of the
transaction resulted in ICE issuing 4.7 million shares and approximately
764,000 options to the Creditex stockholders, representing approximately 8% of
the issued and outstanding share capital of ICE post-transaction. Creditex
Group is now a wholly-owned subsidiary of ICE, operating under the Creditex
name with continued leadership by the existing Creditex management team.
"Together with Creditex, we look forward to serving the interdealer CDS
market by building on our track record of working closely with dealers, their
clients and regulators to provide enhanced operational and risk management
tools," said ICE Chairman and CEO Jeffrey C. Sprecher. "The recent development
of a portfolio compression platform by Creditex and Markit is just one example
of our commitment to meeting the evolving needs of the CDS market through
innovation, service and rapid time to market."
"We are thrilled to become a part of ICE, one of the most innovative and
fast-moving companies in the industry today," said Sunil Hirani, Creditex
Chairman and CEO. "With the transaction complete, we are poised to capture
new opportunities, grow our global business and relationships, and combine our
leading technologies and management expertise to offer the strongest value
proposition to our clients."
Key transaction benefits are expected to include:
-- Revenue growth and diversification: ICE will offer OTC execution
services to the $60 trillion market for credit derivatives, one of the largest
OTC markets today. Creditex employs a hybrid model including a brokerage team
and electronic execution of CDS. ICE will also benefit by diversifying into
the global CDS markets.
-- Expansion into additional OTC markets: Creditex's technology platform
today can be applied to a range of OTC asset classes in markets where dealers
require efficient, anonymous execution and processing in large notional
amounts.
-- Addressing needs in OTC infrastructure: This combination positions the
company to help address recent calls by the Federal Reserve Bank of New York,
the Operations Management Group (OMG), the President's Working Group, U.S.
Treasury Secretary Henry Paulson and industry participants for improvements in
the operational infrastructure of the OTC markets via the T-Zero electronic
processing platform and ICE's successful post-trade assets.
-- Addressing needs in risk management: Creditex's technology positions
the combined company to offer value-added technology services to help address
risk management issues related to cash settlement, curve risk and portfolio
compression.
-- Revenue and expense synergies: Based on recent results, the transaction
is expected to yield $9 million to $14 million in total pretax synergies in
2009, comprising incremental revenues and expense savings.
ICE will hold a conference call on Friday, September 12, 2008, at 9:00
a.m. ET to review financial and guidance impacts of the transaction. A live
audio Webcast of the call with accompanying presentation slides will be
available on the Investor Relations section of ICE's website at
http://ir.theice.com/events.cfm. A call-in number is also available: Domestic
877-856-1964, International 719-325-4771; Passcode 6484462. A replay of the
call will also be available starting at 11:00 a.m. ET: Domestic 888-203-1112,
International 719-457-0820; Passcode 6484462.
About IntercontinentalExchange
IntercontinentalExchange(R) (NYSE: ICE) operates regulated global futures
exchanges and over-the-counter (OTC) markets for agricultural, energy, equity
index and currency contracts, as well as credit derivatives. ICE(R) offers
these markets to participants around the world through its technology
infrastructure and trading platform, together with clearing, market data and
risk management services. ICE Futures Europe(TM) is ICE's regulated energy
futures exchange. ICE's regulated North American exchanges, ICE Futures
U.S.(TM) and ICE Futures Canada(TM), offer markets for agricultural and
financial contracts. Creditex, a market leader in trade execution and
processing for credit derivatives, is also a wholly-owned subsidiary of ICE. A
member of the Russell 1000(R) and S&P 500 indices, ICE is headquartered in
Atlanta, with offices in New York, London, Chicago, Winnipeg, Calgary, Houston
and Singapore. www.theice.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995 - Statements in this press release regarding
IntercontinentalExchange's business and the combination with Creditex Group
that are not historical facts are "forward-looking statements" that involve
risks and uncertainties. The following factors, among others, could cause
actual results to differ from those as set forth in the forward-looking
statements: the ability to obtain governmental approvals and rulings on or
regarding the transaction on the proposed terms and schedule; the risk that
the businesses will not be integrated successfully; the risk that the revenue
opportunities, cost savings and other anticipated synergies from the merger
may not be fully realized or may take longer to realize than expected;
disruption from the merger making it difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on pricing,
spending and third-party relationships and revenues; regulatory changes or new
interpretations of existing regulations could negatively impact the business,
social and political conditions such as war, political unrest or terrorism;
general economic conditions and normal business uncertainty. 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, 2007, and ICE's Quarterly Report on Form 10-Q, as filed with the
SEC on February 13 and August 4, 2008, respectively.
SOURCE IntercontinentalExchange