Reiterate Benefits of Strategic Combination to Create the World's Premier Global Exchange Group and Deliver Long-Term Value to Shareholders
FRANKFURT & NEW YORK -- (BUSINESS WIRE) --
Deutsche Börse AG (XETRA: DB1) and NYSE Euronext (NYSE: NYX) announced that Reto Francioni, Chief Executive Officer of Deutsche Börse, and Duncan L. Niederauer, Chief Executive Officer of NYSE Euronext, today delivered a joint presentation at the Sandler O'Neill + Partners, L.P. Global Exchange and Brokerage Conference.
"We are confident that the financial benefits and long-term growth potential made possible by the combination of Deutsche Börse and NYSE Euronext will deliver significant benefits to all stakeholders," said Reto Francioni, CEO of Deutsche Börse. "By bringing together two of the world's most respected and successful exchange operators, this transaction will uniquely position the combined company to address the needs of the global capital markets. We look forward to providing customers with unparalleled access to markets, products, information and world-class technology and clearing services."
"We are truly excited about the strength of the integrated business model that we will have as a combined company," said Duncan L. Niederauer, CEO of NYSE Euronext. "The combination of our businesses will give us the scale to deliver growth and synergies for our shareholders and capital and operational efficiencies for our customers. As we jointly work towards the completion of the transaction, we are confident that the combined entity will drive superior shareholder value."
The combined company will have the financial strength and innovative capabilities to address the needs of today's global marketplace, and will offer clients global scale, product innovation, operational and capital efficiencies, and an enhanced range of technology and market information solutions.
The combination of Deutsche Börse / NYSE Euronext offers:
- compelling industrial logic based on the shared vision that is consistent with the long-term strategy of both companies;
- a business that preserves competition and delivers clear benefits to customers;
- the potential for superior cash flow generation and a credit profile and balance sheet that will provide financial flexibility to invest, grow and innovate;
- specific, clearly identified synergies of €550 million ($798 million), including €400 million ($580 million) in full run-rate cost savings and €150 million ($218 million) in revenue enhancements; and
- a clear path to value creation for shareholders.
As previously announced on June 7, 2011, Deutsche Börse and NYSE Euronext have recommended to the Board of Directors of the holding company of the combined group, Alpha Beta Netherlands Holding N.V. ("Holdco"), to pay a one-time special dividend of €2.00 per Holdco share from Holdco's capital reserves shortly after closing of the proposed combination of Deutsche Börse and NYSE Euronext. The cash distribution is subject to certain approvals and conditions being met, including the approval of the Supervisory Board of Deutsche Börse and the Board of Directors of NYSE Euronext, which are both scheduled for June 16, 2011, as well as the Board of Directors of Holdco post-closing of the transaction.
The NYSE Euronext Board of Directors has scheduled a special meeting of stockholders on July 7, 2011 at which they will ask the NYSE Euronext stockholders to vote to approve the proposed combination with Deutsche Börse. The acceptance period during which shareholders of Deutsche Börse can tender their shares in exchange for shares in Holdco will end on July 13, 2011.
The transaction is subject to approval by holders of a majority of the outstanding shares of NYSE Euronext common stock and to a 75% acceptance level of the exchange offer to Deutsche Börse shareholders as well as approval by the relevant competition and financial, securities and other regulatory authorities in the U.S. and Europe, and other customary closing conditions. The transaction is expected to close at the end of 2011.
The complete investor presentation can be downloaded from the Deutsche Börse website at www.deutsche-boerse.com, from the NYSE Euronext website at www.nyse.com, or from the SEC website at www.sec.gov.
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 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.
CONTACT:
Media:
For Deutsche Boerse:
Rüdiger Assion, +49.69.211.15004
Frank Herkenhoff, +49.69.211.13480
or
For NYSE Euronext:
Robert Rendine, +1-212-656-2180
Rich Adamonis, +1-212-656-2140
or
Hering Schuppener Consulting:
Alexander Geiser
Simon Steiner, +49.69.92.18.740
or
Sard Verbinnen & Co.:
George Sard
Paul Verbinnen, +1-212-687-8080
or
Joele Frank, Wilkinson Brimmer Katcher:
Steve Frankel, +1-212-355-4449 x 119
or
Investors:
For Deutsche Boerse
Eric Mueller, +49.69.21114930
Jan Strecker, +49.69.21115474
or
For NYSE Euronext
Stephen Davidson, +1-212-656-2183