Intercontinental Exchange and Black Knight Announce Entry into Agreement Containing Consent Orders with FTC’s Bureau of Competition - Seite 2

Subject to the proration procedures specified in the parties’ Agreement and Plan of Merger, dated as of May 4, 2022 and amended as of March 7, 2023 (the “Merger Agreement”), Black Knight stockholders may elect to receive, in exchange for each issued and outstanding share of Black Knight common stock, the following merger consideration:

• an amount in cash (the “Per Share Cash Consideration”) equal to the sum, rounded to the nearest one tenth of a cent, of (x) $68.00 plus (y) the product, rounded to the nearest one tenth of a cent, of 0.0682 multiplied by the average of the volume weighted averages of the trading prices of ICE common stock on the New York Stock Exchange on each of the ten consecutive trading days ending on (and including) the trading day that is three trading days prior to the date on which the effective time of the acquisition occurs (the “Closing 10-Day Average ICE VWAP”); or
• a number of validly issued, fully paid and nonassessable shares of ICE common stock (the “Per Share Stock Consideration”) as is equal to the quotient, rounded to the nearest one ten thousandth, of (x) the Per Share Cash Consideration divided by (y) the Closing 10-Day Average ICE VWAP.

The elections of Black Knight stockholders will be subject to proration in accordance with the terms of the Merger Agreement, which is applicable in the event one form of merger consideration (i.e., cash or shares of ICE common stock) is undersubscribed or oversubscribed. The Merger Agreement provides that the aggregate amount of cash consideration will equal $10,505,000,000 (the “Cash Component”). The total number of shares of Black Knight common stock that will convert into the right to receive the Per Share Cash Consideration will equal the quotient, rounded down to the nearest whole share, of (i) the Cash Component divided by (ii) the Per Share Cash Consideration. All the remaining shares of Black Knight common stock not receiving the Per Share Cash Consideration will be converted into the right to receive the Per Share Stock Consideration.

If no election is made by a Black Knight stockholder, the merger consideration that stockholder will receive will be determined in accordance with the proration mechanism described above. No guarantee can be made that Black Knight stockholders will receive the amount of Per Share Cash Consideration or Per Share Stock Consideration that they elect.

Black Knight stockholders with questions regarding the Election Form or the election procedures, or who wish to obtain copies of the election materials, may contact the information agent for the transaction, Georgeson LLC, toll free within the United States and Canada at [phone]. Black Knight stockholders holding shares through a bank, broker or other nominee should contact their bank, broker or other nominee, as applicable, to obtain copies of the election materials.