NYSE Euronext (NYSE:NYX) announced today that Deutsche Boerse AG (XETRA
DB1) has notified the Company that Deutsche Boerse shareholders have
approved the proposed combination with NYSE Euronext. According to final
results disclosed by Deutsche Boerse, 82.43% of Deutsche Boerse
shareholders tendered their shares by July 13th, 2011
surpassing the requisite 75% needed to approve the proposed combination.
"The acceptance of the exchange offer by Deutsche Boerse shareholders is
a strong validation of our vision of creating the premier global venue
for capital raising and a world leader in derivatives and risk
management,” said Duncan L. Niederauer, CEO of NYSE Euronext. "We are
grateful to NYSE Euronext and Deutsche Boerse shareholders for their
strong ratification of our planned combination, and we will now work
diligently to secure the necessary approvals by the relevant regulatory
authorities to complete this ground-breaking transaction as quickly as
possible.”
Completion of the combination is subject to approval by the relevant
competition and financial, securities and other regulatory authorities
in the U.S. and Europe, as well as customary closing conditions.
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial markets
and provider of innovative trading technologies. The company's exchanges
in Europe and the United States trade equities, futures, options,
fixed-income and exchange-traded products. With approximately 8,000
listed issues (excluding European Structured Products), NYSE Euronext's
equities markets – the New York Stock Exchange, NYSE Euronext, NYSE
Amex, NYSE Alternext and NYSE Arca – represent one-third of the world's
equities trading, the most liquidity of any global exchange group. NYSE
Euronext also operates NYSE Liffe, one of the leading European
derivatives businesses and the world's second-largest derivatives
business by value of trading. The company offers comprehensive
commercial technology, connectivity and market data products and
services through NYSE Technologies. NYSE Euronext is in the S&P 500
index, and is the only exchange operator in the Fortune 500. For more
information, please visit: http://www.nyx.com.
Safe Harbour Statement
In connection with the proposed business combination transaction between
NYSE Euronext and Deutsche Boerse AG, Alpha Beta Netherlands Holding
N.V. ("Holding”), a newly formed holding company, filed, and the SEC
declared effective on May 3, 2011, a Registration Statement on Form F-4
with the U.S. Securities and Exchange Commission ("SEC”) that includes
(1) a proxy statement of NYSE Euronext that also constitutes a
prospectus for Holding used in connection with NYSE Euronext special
meeting of stockholders held on July 7, 2011 and (2) an offering
prospectus used in connection with Holding’s offer to acquire Deutsche
Boerse AG shares held by U.S. holders. Holding has also filed an offer
document with the German Federal Financial Supervisory Authority
(Bundesanstalt fuer Finanzdienstleistungsaufsicht) ("BaFin”), which was
approved by the BaFin for publication pursuant to the German Takeover
Act (Wertpapiererwerbs-und Übernahmegesetz), and was published on May 4,
2011.
Investors and security holders are urged to read the definitive proxy
statement/prospectus, the offering prospectus, the offer document, as
amended, and published additional accompanying information in connection
with the exchange offer regarding the proposed business combination
transaction because they contain important information. You may obtain a
free copy of the definitive proxy statement/prospectus, the offering
prospectus and other related documents filed by NYSE Euronext and
Holding with the SEC on the SEC’s website at www.sec.gov.
The definitive proxy statement/prospectus and other documents relating
thereto may also be obtained for free by accessing NYSE Euronext’s
website at www.nyse.com.
The offer document, as amended, and published additional accompanying
information in connection with the exchange offer are available at
Holding’s website at www.global-exchange-operator.com.
This document is neither an offer to purchase nor a solicitation of an
offer to sell shares of Holding, Deutsche Boerse AG or NYSE Euronext.
The final terms and further provisions regarding the public offer are
disclosed in the offer document that has been approved by the BaFin and
in documents that have been filed with the SEC.
No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended, and applicable European regulations. The exchange
offer and the exchange offer document as amended, shall not constitute
an issuance, publication or public advertising of an offer pursuant to
laws and regulations of jurisdictions other than those of Germany,
United Kingdom of Great Britain and Northern Ireland and the United
States of America. The relevant final terms of the proposed business
combination transaction will be disclosed in the information documents
reviewed by the competent European market authorities.
Subject to certain exceptions, in particular with respect to qualified
institutional investors (tekikaku kikan toshika) as defined in Article 2
para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law
No. 25 of 1948, as amended), the exchange offer will not be made
directly or indirectly in or into Japan, or by use of the mails or by
any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce or any facility of a national securities exchange of Japan.
Accordingly, copies of this announcement or any accompanying documents
may not be, directly or indirectly, mailed or otherwise distributed,
forwarded or transmitted in, into or from Japan.
The shares of Holding have not been, and will not be, registered under
the applicable securities laws of Japan. Accordingly, subject to certain
exceptions, in particular with respect to qualified institutional
investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i)
of the Financial Instruments and Exchange Act of Japan (Law No. 25 of
1948, as amended), the shares of Holding may not be offered or sold
within Japan, or to or for the account or benefit of any person in Japan.
Forward-Looking Statements
This document includes forward-looking statements about NYSE Euronext,
Deutsche Boerse AG, Holding, the enlarged group and other persons, which
may include statements about the proposed business combination, the
likelihood that such transaction could be consummated, the effects of
any transaction on the businesses of NYSE Euronext or Deutsche Boerse
AG, and other statements that are not historical facts. By their nature,
forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur
in the future. Forward-looking statements are not guarantees of future
performance and actual results of operations, financial condition and
liquidity, and the development of the industries in which NYSE Euronext
and Deutsche Boerse AG operate may differ materially from those made in
or suggested by the forward-looking statements contained in this
document. Any forward-looking statements speak only as at the date of
this document. Except as required by applicable law, none of NYSE
Euronext, Deutsche Boerse AG or Holding undertakes any obligation to
update or revise publicly any forward-looking statement, whether as a
result of new information, future events or otherwise.
