Announcement | BLACK KNIGHT INC | Informative Notice

Dear Client,
Solactive AG notes the latest announcement on August 25, 2023 where INTERCONTINENTAL EXCHANGE INC (ICE.N) made a cash and stock offer for BLACK KNIGHT INC (BKI.N) of approximately USD 68 and 0.0682 shares per BLACK KNIGHT INC share held subject to proration. BLACK KNIGHT INC shareholders approved the Acquisition on September 21, 2022.

Based on the merger agreement any BLACK KNIGHT INC stockholder who does not make an election to receive cash or INTERCONTINENTAL EXCHANGE INC common stock in the merger, whose election is not received by the exchange agent by the election deadline, whose election is revoked prior to the election deadline, or whose election form is improperly completed and/or is not signed, will be deemed not to have made an election. Non-election shares may be converted into the right to receive only cash, only shares of ICE common stock, or a mix of cash and shares of ICE common stock, depending on, and after giving effect to, the number of valid cash elections and stock elections that have been made by other Black Knight stockholders using the proration adjustment.

On August 25, 2023 INTERCONTINENTAL EXCHANGE INC and BLACK KNIGHT INC announced that they have entered into an Agreement Containing Consent Orders (ACCO) with the Bureau of Competition of the Federal Trade Commission regarding ICE’s pending acquisition of BLACK KNIGHT INC. The ACCO contains an agreed form of consent order that will be submitted to the FTC for acceptance and approval.
The deadline for Black Knight stockholders to elect their preferred form of merger consideration is September 1, 2023. The parties expect to close the acquisition on September 5, 2023.
Solactive AG notes that the final acquisition terms are subject to proration and will be announced after the end of the election period. Solactive AG will postpone the effective date for the deletion of BLACK NIGHT INC from the indices until the final terms are announced. Following the announcement, Solactive AG will implement the deletion according to our Equity Index Methodology, on the next available trading day.

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