William Higgins, the lead seat owner suing the New York Stock Exchange to halt its proposed $6 billion acquisition of electronic rival Archipelago Holdings Inc., said Tuesday his group has agreed to settle the case.
NEW YORK — William Higgins, the lead seat owner suing the New York Stock Exchange to halt its proposed $6 billion acquisition of electronic rival Archipelago Holdings Inc., said Tuesday his group has agreed to settle the case and drop their attempt to block the deal.
In exchange, the NYSE has agreed to retain an independent investment bank to review the terms of the $6 billion proposed acquisition for fairness before a scheduled Dec. 6 vote by Archipelago shareholders and NYSE seat holders.
“We got everything we came here for,” Higgins told reporters at Manhattan State Supreme Court. “I want people to be able to make an informed decision about this deal.”
NYSE spokesman Ray Pellecchia would not comment on the terms of the settlement being negotiated by teams of lawyers just a few feet away. Supreme Court Justice Charles Ramos was in the courtroom talking with attorneys from both sides.
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Higgins was in court this week to ask Ramos to postpone the seat holder and shareholder vote as the NYSE dissidents pursued their suit challenging Goldman Sachs Group Inc.’s role in the deal. Higgins, who claimed the proposed acquisition was unfair to NYSE seat holders by undervaluing the exchange, said he would drop his case no matter what the outcome of the independent assessment was.
“You can’t stop people from voting on a bad deal,” Higgins said. He said he would wait until the independent report came out before deciding whether to vote for or against the acquisition.
Higgins had initially objected to the split of equity between the two companies, with NYSE seat holders getting 70 percent of the combined company and Archipelago shareholders receving 30 percent. Those terms apparently remain intact as part of the settlement.
The courtroom deal came after two days of testimony from those involved in the acqisition talks, including former NYSE director Herbert Allison and Goldman Sachs managing director David Schwimmer. Allison maintained the board was not unduly influenced by Goldman Sachs or NYSE Chief Executive John Thain, a former Goldman executive, while Schwimmer defended Goldman’s advisory role to both the NYSE and Archipelago in the negotiations to buy Archipelago.
The NYSE announced its purchase of Archipelago on April 20, a move that would give the NYSE a badly needed technology infusion to complement its traditional floor-trading operations. The deal would also make the not-for-profit NYSE a for-profit corporation.
Allison testified Tuesday that the NYSE board had been intrigued by the possibilities of an Archipelago acquisition as early as October 2004, noting that the electronic rival was involved in trading not only stocks, but derivatives, exchange-traded funds and bonds as well — all increasingly popular investment vehicles that the NYSE was not involved with.
“We felt it important for the exchange to become active in the derivatives market, in part to hold on to our market share in the equity market,” Allison said.
Allison argued that the NYSE-Archipelago was a “prime, near-term real opportunity” for the exchange, and discussed in detail the board’s thinking and decision process. He testified that Thain had no undue influence on the board, noting that many were long-time professionals in finance and government.