MarketAxess (MKTX) Proxy filing summary

Executive summary

• Intercontinental Exchange (ICE) will acquire MarketAxess Holdings for $167 per share in cash, a 33% premium, valuing the deal at approximately $6.0 billion equity value and $5.7 billion enterprise value.

• The transaction is unanimously approved by both boards and is expected to close in the first half of 2027, subject to shareholder and regulatory approvals.

• The combined entity aims to create a unified fixed income marketplace, integrating institutional and retail trading, data, indices, and analytics.

• ICE will finance the acquisition entirely in cash through newly issued debt, targeting a return to a 3.0x gross leverage ratio within 18–24 months post-close.

• The deal is expected to be accretive to ICE’s adjusted EPS in the first year and deliver $100 million in annual run-rate expense synergies within three years.

Voting matters and shareholder proposals

• MarketAxess shareholders will vote to adopt the merger agreement and approve the merger at a special meeting; the board recommends approval.

• The merger requires approval by a majority of outstanding shares and is contingent on regulatory clearances and other customary closing conditions.

Board of directors and corporate governance

• The MarketAxess board unanimously determined the merger is fair and in the best interests of shareholders.

• Post-merger, the directors and officers of the merger subsidiary will become the directors and officers of the surviving corporation.