Intercontinental Exchange (ICE) Proxy filing summary

Executive summary

• Intercontinental Exchange (ICE) entered into a definitive agreement to acquire MarketAxess for $167 per share in cash, representing a 33% premium and an enterprise value of ~$5.7 billion.

• The transaction is unanimously approved by both boards and is expected to close in the first half of 2027, subject to MarketAxess stockholder approval and regulatory clearances.

• The acquisition will create a unified fixed income marketplace, combining ICE’s retail bond franchise and data infrastructure with MarketAxess’s institutional trading network.

• ICE will finance the acquisition entirely in cash, using a mix of newly issued debt, and expects the deal to be accretive to adjusted EPS in the first year post-close.

• The combined company aims to deliver deeper liquidity, lower transaction costs, and a seamless workflow for clients across more than 90 countries.

Voting matters and shareholder proposals

• MarketAxess stockholders will vote on the adoption of the Merger Agreement and related matters at a special meeting; a majority vote is required for approval.

• The definitive proxy statement and proxy card will be mailed to eligible MarketAxess stockholders.

Board of directors and corporate governance

• The boards of both ICE and MarketAxess unanimously approved the merger and determined it to be in the best interests of their respective stockholders.

• Directors and officers of MarketAxess and ICE may be deemed participants in the proxy solicitation.