The Securities and Exchange Commission has approved an Agreement and Plan of Merger that will make International Securities Exchange Holdings, Inc., parent of the International Stock Exchange, a wholly owned subsidiary of Eurex Frankfurt, itself a subsidiary of other upstream owners. The ISE, which is organized as a Delaware LLC, will not make any changes to its governance structure as a result of the transaction, and is not proposing any amendments to its trading or regulatory rules.
A Delaware statutory trust will be established to hold the capital stock of the ISE Holdings in the event that any person exceeds certain ownership limits or in the event of a material compliance event. The trust will hold a call option over ISE Holdings capital stock, which may be exercised if a material compliance event occurs and continues to be in effect. A material compliance event occurs when an upstream owner fails to adhere in any material aspect to the commitments made in connection with the acquisition of the ISE.
The trustees will be independent of the upstream owners, the ISE and its parent, and their affiliates, and the trust may only be amended with the prior written permission of the SEC. Each upstream owner also provides that it will comply with U.S. federal securities laws, rules and regulations, and will cooperate with the ISE and SEC. Each board member of any upstream owner must also take into consideration the effect that the actions of the upstream owners would have on the ability of the ISE to carry out its regulatory responsibilities. In addition, each of the upstream owners must submit to the jurisdiction of the U.S. federal courts and the SEC.