NYSE Euronext announced today that in light of the decision by the
European Commission to prohibit its proposed combination with Deutsche
Boerse, the companies are in discussions to terminate their merger
agreement.
NYSE Euronext said it would focus on the successful standalone strategy
that has delivered strong growth and diversification of its core
businesses and that it would leverage its financial strength to return
capital to shareholders. In that regard, NYSE Euronext announced its
intent to resume a $550 million share repurchase program following the
termination of the merger agreement and after the release of its fourth
quarter and 2011 year-end results on February 10, 2012.
Jan-Michiel Hessels, NYSE Euronext Chairman said, "Our merger would have
created a high standard for transparency, stability and efficiency in
the global capital markets, and we proposed significant and tangible
remedies designed to address the European Commission’s concerns with the
transaction. But as we made clear throughout this process, we would not
agree to any concessions that would compromise or undermine the
industrial and economic logic of the proposed combination.
"While we are disappointed and strongly disagree with the EU decision,
which is based on a fundamentally different understanding of the
derivatives market, it is now time to move on and return our sole focus
to executing our compelling existing strategy – a strategy we have
continued to implement without missing a beat over the last year.
"The strong underlying fundamentals of our core business, the strength
and depth of our management team, and our diversified global footprint
give us unique competitive advantages to exploit in the rapidly evolving
global landscape as we continue to grow our successful franchises and
return capital to shareholders.”
Duncan Niederauer, NYSE Euronext Chief Executive Officer said: "I’m
extremely proud of the efforts of the entire NYSE Euronext team over the
last year. While effectively advancing our proposed merger on to the
final step, we continued to execute our strategy and deliver the
commitments we made to our shareholders.
"While we viewed the merger as a way to accelerate our plans, our
existing business model was always central to our strategy. Our business
had a strong year, giving us the opportunity to return more capital to
our shareholders, as evidenced by today’s buy-back announcement.
"We will also take advantage of our financial strength to capture
opportunities for growth in derivatives, and through our new initiatives
including technology services, NYSE Liffe US/NYPC and post-trade
services. And, as always, we will continue the success we have had in
optimizing the business through continued cost discipline and
operational efficiency.
"In the weeks and months ahead, I look forward to sharing with our
investors, employees, customers and partners, the exciting plans we have
to continue our growth strategy, build on our reputation as the leading
global operator of financial markets and create value for shareholders.
"On behalf of our company, I would like to acknowledge the efforts made
by the regulators in our various markets, who worked very hard to
accommodate the approval process for our transaction under very tight
deadlines.”
Finally, I would like to thank our colleagues at Deutsche Boerse for
their shared vision of the value we would have created for our
customers, shareholders, and employees, and for the significant efforts
they made to see the deal through to approval.”
Following termination of the merger agreement with DB, share repurchases
may be executed at the discretion of management in open market or
privately negotiated transactions or otherwise, subject to
applicable United States and European laws, regulations and approvals,
strategic considerations, market conditions and other factors. The $550
million buy-back is being executed under a $1.0 billion Board
authorization established in March of 2008.
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 Börse AG, Alpha Beta Netherlands Holding N.V.
("Holding”), a newly formed holding company, filed, and the U.S.
Securities and Exchange Commission ("SEC”) declared effective on May 3,
2011, a Registration Statement on Form F-4 with the SEC that includes
(1) a proxy statement of NYSE Euronext that also constitutes a
prospectus for Holding, which was 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
Börse AG shares held by U.S. holders. Holding has also filed an offer
document with the German Federal Financial Supervisory Authority (Bundesanstalt
für 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. The acceptance
period for the exchange offer expired on midnight, at the end of
July 13, 2011 (Central European Daylight Savings Time), the additional
acceptance period for the exchange offer expired on midnight, at the end
of August 1, 2011 (Central European Daylight Savings Time). Pursuant to
Section 39c of the German Takeover Act, shareholders of Deutsche Börse
who had not yet accepted the exchange offer were still able to do so
until midnight at the end of November 4, 2011 (Central European Time).
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 Börse 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 has not been
made directly or indirectly in or into Japan, or by use of the mails or
by any means or instrumentality of interstate or foreign commerce
(including without limitation, facsimile transmission, telephone and the
internet) 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.
