MarketAxess adds $175 proposal and $167 revised offer to merger proxy

MarketAxess Holdings Inc. (MKTX) said in a regulatory filing that it is amending the definitive proxy statement for its pending merger with Intercontinental Exchange, Inc. The supplement adds new background on the talks that led to the deal.

The company said it made the disclosures to moot claims raised by three state court complaints and 15 stockholder demand letters. The complaints allege that the definitive proxy statement, filed Sept. 18, 2026, is materially incomplete or misleading.

The complaints were filed between Oct. 6 and Oct. 15, 2026. They seek preliminary and permanent injunctions restraining completion of the transactions until more disclosure is made. One complaint also asserts breach of fiduciary duty claims against directors and an aiding and abetting claim against Parent.

The company and the other defendants deny the allegations and said the claims are without merit. The company said it supplemented the proxy to avoid delay to the transactions and to reduce litigation costs, without admitting liability.

Under the merger agreement dated July 29, 2026, Merger Sub will merge into MarketAxess. MarketAxess will survive as a wholly owned subsidiary of Intercontinental Exchange. A special meeting of stockholders to vote on the merger is set for Oct. 29, 2026.

The filing discloses that on May 27, 2026, Parent sent a non-binding written indication of interest to acquire all outstanding shares for $175.00 per share in cash. The filing put the proposal at a premium of about 33.6% to the May 27 closing price of $130.94.

On May 28, representatives of J.P. Morgan, the company's financial advisor, communicated the company's disappointment with the valuation to Parent's representatives. Parent responded that the proposal represented a full premium to the trading price of the shares. Negotiations then paused until about June 9, 2026.

Before the May proposal, the company held separate preliminary discussions from about March 2026 through July 2026 with approximately six other parties. They included five financial sponsors and one strategic party. None progressed beyond preliminary phases, and none gave a written indication of interest or any indication of price.

On July 18, 2026, the company said it would be willing to continue discussions based on a purchase price of $170.00 per share in cash. Later that day, Parent conveyed a revised offer of $167.00 per share in cash.

The filing said Mr. Hernandez sought a price above $167.00 per share during a conversation with Mr. Sprecher. Mr. Sprecher reiterated Parent's view that $167.00 per share reflected the full value of the shares.

The filing also restates the base case projections used in the merger analysis. They show 2026E revenue of $886 million and EBITDA, after stock-based compensation, of $440 million. Revenue is projected to reach $1,222 million in 2031E.

For its financial advisory services, the company has agreed to pay J.P. Morgan an estimated fee of about $65.5 million. Of that, $3 million became payable when the opinion was delivered, regardless of its conclusion. The remainder is contingent on completion of the merger.

The filing said the company discontinued its practice of issuing monthly trading volume press releases after the merger agreement was announced. It also said the company withdrew its 2026 financial guidance and its medium-term financial targets, in each case in light of the pending merger.

The filing said the company has not prepared an update to its financial forecasts since July 29, 2026. It also said the merger constitutes a change in control and 'good reason' under the employment and severance agreements of Ms. Fiszel Bieler and Messrs. Concannon and Pintoff.