Euronext shareholders on Tuesday approved a $14-billion plan to merge the multinational European exchange operator with the New York Stock Exchangeand form the first transatlantic bourse.
Around 98.2% of shareholders present or represented at the meeting backed the merger deal, with 1.8% voting against.
Euronext Chief Executive Jean-Francois Theodore told shareholders before the vote that both companies were confident they could meet revenue and savings synergies of $375 million, mainly by rationalizing information and technology systems and platforms.
"These numbers are conservative," he said. "We are very confident about achieving this."
Theodore said the door was "still open" for Milan stock exchange operator Borsa Italiana to join the Euronext-NYSE combine. Euronext and Borsa Italian held talks about a possible alliance earlier this year, but Borsa turned to Deutsche Boerse to promote an all-European alliance with Euronext.
At Tuesday's meeting 64.9% of Euronext shareholders were present, represented or voted by proxy.
Approval removes one of the final hurdles to the creation of a global exchange after a two-year industry battle to consolidate to cut costs and increase execution speed.
U.S. exchange Nasdaq last week launched a $5.3-billion hostile bid for the London Stock Exchange.
Dutch fund manager Robeco, which holds around 1% percent of Euronext, joined other key shareholders in saying on Tuesday it would back the deal. U.S. hedge fund Atticus, Euronext's largest shareholder, said on Monday the deal would reward investors.
Some shareholders voiced concerns, asking for more guarantees to avoid a possible spillover of U.S. laws and regulations, but the meeting went quietly, contrary to some expectations.
Some critics spoke out, however. "We have here (with the NYSE deal) what looks like the end of shareholder democracy," said a representative of Proxinvest.
Paris-based Euronext committed to merge with New York Stock Exchange operator NYSE Group in June after rebuffing a rival takeover offer from Deutsche Boerse, incurring the wrath of some shareholders as well as top European politicians who favored a pan-European combination.
In the absence of new Franco-German talks, key shareholders such as Atticus and French bank Societe Generale voiced supportfor the NYSE plan. Atticus and SocGen respectively own about 10% and 3% of Euronext.
Regulatory Spillover Concerns
The deal offers Euronext shareholders 0.98 new NYSE Euronexts share and 21.32 euros in cash for every existing share, valuing the bid at 95.53 euros per Euronext share, a rise of 35% since the merger plan was announced.
Shares in Euronext, which includes the Paris, Amsterdam, Lisbon and Brussels bourses as well as London's Euronext.
The authorities which regulate Euronext markets and the Dutch Finance Ministry have given preliminary approval for the merger pending clarification of some issues.
Franco-Belgian bank Dexia said on Monday it would vote against the merger. The deal would go against Euronext's original vision of a pan-European bourse, and would impose a U.S. regulatory "hegemony", it said.
Dutch organisation VEUO, which represents listed companiesin the Netherlands, also said additional conditions were necessary to mitigate possible regulatory spillover.
NYSE shareholders are due to vote on Wednesday on the merger. They are widely expected to approve the deal, which is key to the U.S. group's strategy to diversify its product base and geographic reach.