NYSE Euronext (NYSE: NYX) announced today that in light of the decision
by the European Commission to block the proposed merger agreement, both
companies have agreed to a mutual termination of the business
combination agreement originally signed by the Companies on February 15,
2011.
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.
