NYSE Euronext (NYSE:NYX) announced today that it has been notified by
Deutsche Boerse AG (XETRA DB1) that, on a preliminary basis, more than
80% of Deutsche Boerse shareholders tendered their shares by July 13th,
2011, surpassing the requisite 75% needed to approve our proposed
combination.
Final results are expected to be reported tomorrow, Friday July 15.
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 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 that was mailed to NYSE Euronext shareholders on
or about May 10, 2011 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.
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
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.
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