Deutsche Börse agreed with SIX Group AG to take over the Eurex joint
venture and acquire the remaining participation in Eurex Zürich AG
On June 7, 2011, Deutsche Börse signed a share purchase agreement (which
is referred to herein as the "share purchase agreement”) with SIX Group
AG and SIX Swiss Exchange AG, a wholly owned subsidiary of SIX Group AG,
to purchase from SIX Group AG the remaining 50% shareholding in Eurex
Zürich AG as well as the Swiss derivatives business relating to Eurex
Zurich AG with economic effect as of January 1, 2012. Upon closing of
the transaction and with economic effect as of January 1, 2012, Deutsche
Börse will receive 100% of Eurex’s economic interest instead of the 85%
it is currently entitled to. The purchase price will be €590 million,
50% of which will consist of shares of Holdco that Deutsche Börse will
receive for the tender of Deutsche Börse treasury shares in the exchange
offer and 50% of which will consist of cash. If the conditions to
completing the combination of Deutsche Börse and NYSE Euronext have not
been satisfied by March 31, 2012, Deutsche Börse will pay to SIX Group
AG 50% of the purchase price by delivery of Deutsche Börse treasury
shares and 50% of the purchase price in cash. For purposes of the
purchase price, the Holdco shares (and the Deutsche Börse shares, as the
case may be) have been valued at the one-month volume weighted average
price of a Deutsche Börse share prior to the execution of the share
purchase agreement.
The acquisition of the Eurex business by Deutsche Börse is structured as
a spin-off by SIX Swiss Exchange AG of the Swiss derivatives business
regarding Eurex Zürich AG to a newly formed Swiss company (which is
referred to herein as "Swiss NewCo”). The spin-off will include the
shares in Eurex Zürich AG held by SIX Swiss Exchange AG, the rights to
the Eurex system and the brand "Eurex” and other assets and contracts
required for the current operation of the Swiss derivatives business and
relating to Eurex Zürich AG. Assets and agreements held by SIX Swiss
Exchange AG regarding the CHF Repo Market and the OTC Spot Market will
not form a part of the spin-off. However, Eurex Zürich AG will continue
to operate the CHF Repo Market and the OTC Spot Market following closing
(with economic effect as from January 1, 2012 for its own account) based
on continued business management agreements (Geschäftsbesorgungsverträge)
and license agreements. Following the spin-off, all shares in Swiss
NewCo will be acquired by Deutsche Börse. Through the acquisition of
these shares in Swiss NewCo, Deutsche Börse will become sole indirect
shareholder of Eurex Zürich AG and will carry on the business activities
of Eurex in Germany and Switzerland.
Following the closing of the Eurex transaction, the shareholders’
agreement dated August 31, 1998 between Deutsche Börse and SIX Swiss
Exchange AG, the Investment Protection Agreements relating to
International Securities Exchange (ISE) and European Energy Exchange
(EEX), the operating agreement (Betriebsführungsvertrag) between
SIX Swiss Exchange and Eurex Zürich AG and the letters of comfort issued
by SIX Swiss Exchange AG in favor of Eurex Clearing AG, as well as a
number of other agreements that have been entered into by the parties in
relation to the Eurex joint venture, will be terminated or transferred
to Swiss NewCo.
SIX Group AG and SIX Swiss Exchange AG have agreed in the share purchase
agreement that neither they nor their affiliated companies will engage
directly or indirectly in competition with Eurex regarding the
derivatives business, as it is presently operated by Eurex, for a term
of two years after the closing of the Eurex transaction. In turn,
Deutsche Börse has agreed to continue the business of Eurex Zürich AG,
largely as it currently stands (including the CHF Repo Market and the
OTC Spot Market) and with a competitive operating platform, for at least
three years from closing of the Eurex transaction.
Other areas of cooperation between Deutsche Börse and SIX Group, such as
STOXX and Scoach, will not be affected by the share purchase agreement.
However, the parties agreed to commence non-binding discussions for the
purpose of evaluating other co-operations after the closing.
The closing of the Eurex transaction is subject to, among other
approvals, antitrust approvals, other regulatory approvals, if required,
and either the completion of the combination of Deutsche Börse and NYSE
Euronext or the occurrence of March 31, 2012. If, at March 31, 2012, the
settlement of Holdco’s exchange offer for Deutsche Börse shares (i.e. ,
the delivery of HoldCo shares for tendered Deutsche Börse shares) has
not been completed, but all conditions to completing the combination
between Deutsche Börse and NYSE Euronext have been satisfied, then
Deutsche Börse’s obligation to pay the share portion of the
consideration in Holdco shares will be extended until April 15, 2012.
After such time, assuming completion of all other conditions under the
share purchase agreement, the share portion of the transaction
consideration will be made in Deutsche Börse shares. If the closing
conditions to the share purchase agreement are not satisfied by June 30,
2012, either party may withdraw from the share purchase agreement.
Amsterdam, 16 June 2011
Alpha Beta Netherlands Holding N.V.
Disclaimer
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, has filed, and the SEC
has 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 will also
constitute a prospectus for Holding and (2) an offering prospectus of
Holding to be 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 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 and published additional accompanying information in
connection with the exchange offer are available at Holding’s website at www.global-exchange-operator.com.
Holders of Deutsche Börse shares who have accepted the exchange offer
have certain withdrawal rights which are set forth in the offer document.
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 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.
Participants in the Solicitation
NYSE Euronext, Deutsche Boerse AG, Holding and their respective
directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from NYSE Euronext stockholders in respect of the proposed
business combination transaction. Additional information regarding the
interests of such potential participants will be included in the
definitive proxy statement/prospectus and the other relevant documents
filed with the SEC.
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 forwardlooking 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.
