Deutsche Boerse AG (XETRA: DB1) and NYSE Euronext (NYSE: NYX)
today announced that they have entered into a business combination
agreement following approval from both companies’ Boards. Under the
agreement, the companies will combine to create the world’s premier
global exchange group, creating the world leader in derivatives
trading and risk management, and the largest, most well known venue
for capital raising and equities trading. The combined group will
offer clients global scale, product innovation, operational and
capital efficiencies, and an enhanced range of technology and
market information solutions.
The transaction will strengthen Frankfurt and New York as key
financial centers, while benefiting Paris and London as well as
Luxembourg. Each of the group’s national exchanges, including those
in Amsterdam, Brussels, and Lisbon, will keep its name in its local
market and all exchanges will continue to operate under local
regulatory frameworks and supervision. The combined group will work
closely with regulators in all markets to facilitate transparency
and standardization of capital markets globally.
The combined group will have 2010 combined net revenues of EUR1
4.1 billion/US$ 5.4 billion, and 2010 EBITDA of EUR 2.1 billion
/US$ 2.7 billion, thus becoming the world’s largest exchange group
by revenues and EBITDA. Based on 2010 net revenues, the combined
group will earn approximately 37% of total revenues in derivatives
trading & clearing, 29% in cash listings, trading &
clearing, 20% in settlement & custody, and 14% in market data,
index & technology services.
Reto Francioni, Chief Executive Officer of Deutsche Boerse,
said: “This combination will create significant value for all
stakeholders. This transaction brings together two of the most
respected and successful exchange operators in the world to lead
the way in global capital markets and set the standard for growth,
quality and market reach. The combination makes sense for all of
our constituencies. Shareholders of both companies will benefit
from unique growth opportunities and synergies. Clients will have
unparalleled access to markets, products, information, world-class
technology, clearing services and settlement – globally and around
the clock. From a regulatory perspective, we are committed to
remaining the world’s most transparent and best regulated
platform.”
He added: “This combination positions the group for a unique
growth opportunity as clients seek more transparency, greater
confidence in pricing and premier quality execution. In addition,
we expect that the combined group will be a highly attractive
partner for capital markets in Asia-Pacific and other parts of the
world.”
Duncan Niederauer, Chief Executive Officer of NYSE Euronext,
said: “Reto and I are committed to bringing together the best of
both organizations to create the premier global exchange group and
a leader in the rapidly evolving global financial arena. This
transaction is a catalyst for the development of a global capital
markets community, delivering the best, most transparent, and
innovative services for clients and issuers, wherever they are. Our
respective shareholders will also benefit from a significantly
enhanced growth profile, the opportunity to achieve substantial
cost synergies, unparalleled cash flow generation, and very strong
credit metrics.”
He continued: "The increasing globalization and
interconnectedness of capital markets, and the rapidly growing
presence of alternative trading venues that operate with less
transparency and far fewer regulatory requirements, will position
the new company as a true global player well placed to drive the
long-term strength and competitiveness of transparent and regulated
markets.”
Governance and Location: A True Partnership
The group will have dual headquarters, in Deutsche Boerse’s
newly built green tower near Frankfurt and in New York, at 11
Wall Street, home to the iconic New York Stock Exchange trading
floor, and will take advantage of its existing global operations.
The Company will be led by a one-tier board with 17 members –15
directors plus the Chairman and the CEO. Of the 15 directors, 9
shall be designated by Deutsche Boerse and 6 by NYSE Euronext. Reto
Francioni will be Chairman, and will also be responsible for group
strategy and global relationship management. Duncan Niederauer will
be Chief Executive Officer and will lead an Executive Committee
with an equal number of current Deutsche Boerse and NYSE Euronext
executives.
The four NYSE Euronext executives are Duncan Niederauer as CEO,
based in New York, Dominique Cerutti as Head of Technology Services
& IT, based in Paris, Lawrence Leibowitz as Head of Cash
Trading and Listings and John K. Halvey as General Counsel, both
based in New York. The four executives coming from Deutsche Boerse
are Andreas Preuss as Head of Derivatives, based in Frankfurt,
Jeffrey Tessler as Head of Settlement & Custody, based in
Luxembourg, Frank Gerstenschlaeger as Head of Market Data &
Analytics and Gregor Pottmeyer as Chief Financial Officer of the
combined group, both based in Frankfurt.
Andreas Preuss will assume the role of Deputy CEO and President.
Dominque Cerutti will assume the role of President, and Lawrence
Leibowitz will assume the role of Chief Operating Officer.
Creating Shareholder Value
The combination is expected to generate annual cost savings of
some EUR 300 million/US$ 400 million, principally from information
technology, clearing, and market operations, as well as from
corporate administration and support functions. The combined group
will provide highly attractive development opportunities for
employees in all markets and geographies. In addition, it is
expected that the combination will lead to at least EUR 100
million/US$ 133 million of annual revenue synergies through cross
selling and distribution opportunities, increased turnover from
liquidity pool consolidation and new products, a progressive
introduction of Deutsche Boerse’s clearing capabilities and
expanded scope for technology services and market data
offerings.
The cost synergies are expected to be realized at an annual run
rate of 25% by the end of year 1, 50% by the end of year 2, and
100% by the end of the 3rd year following consummation of the
transaction. Implementation and restructuring costs are estimated
to be approximately 1.5-2.0x the expected full run-rate cost
synergies. The transaction is immediately accretive to adjusted
earnings for both NYSE Euronext and Deutsche Boerse
shareholders.2
An Ideal Strategic and Operating Fit
The derivatives businesses of Eurex (Deutsche Boerse) and NYSE
Liffe (NYSE Euronext) complement each other ideally on interest
rate products, with Eurex specializing in the long end of the
interest rate curve and NYSE Liffe the short end. The combination
of both derivatives businesses will create a clear global market
leader trading more than 19 million derivatives contracts per day,
including more than 6 million U.S. options contracts per day.
Combining these complementary venues will deliver innovative
product and capital efficiency opportunities to clients, and create
a more compelling value proposition for established European
benchmark products globally. Further, the combination creates
opportunities for future growth in risk management and
clearing.
The combined Cash Trading & Listings business will create an
exchange group with the deepest pool of liquidity for U.S. and
European equities. The New York Stock Exchange’s listings
franchise, already home to the world’s leading global brands, will
be further strengthened by the increased global profile of the new
group, enhancing its status as the most attractive capital raising
venue for companies from all around the world. Further, the
combination of Euronext and the Frankfurt Stock Exchange will
deliver a truly pan-European regulated and transparent equities
exchange, while preserving the strong national roles of our five
locations.
The combination also brings together high growth market data
& analytics, index, and technology services businesses, and
will create a broad portfolio of multi-asset class pre-and
post-trade data, the internationally recognized STOXX indices, and
a fast-growing technology services and trading infrastructure
provider. The combined group will offer clients a broader and
richer range of information products, analytical and trading tools
as well as global connectivity and access.
On the post trade side, the successful Clearstream business of
Deutsche Boerse with its strong and growing presence in Asia would
be even better positioned for future growth, as the combined group
will have an enlarged and truly global customer base.
The combined group would also serve as a benchmark regulatory
model, facilitating transparency and standardization in capital
markets globally, while continuing to operate all national
exchanges under local regulatory frameworks and respective brand
names.
Combination under newly formed Dutch holding company
The transaction is structured as a combination of Deutsche
Boerse and NYSE Euronext under a newly created Dutch holding
company, which is expected to be listed in Frankfurt, New York and
Paris. On the NYSE Euronext side, this will be effected through a
merger of NYSE Euronext and a US subsidiary of the new holding
company in which each NYSE Euronext share will be converted into
0.4700 of a share of the new holding company. On the Deutsche
Boerse side, the new holding company will launch a public exchange
offer, in which shareholders of Deutsche Boerse may tender their
shares of Deutsche Boerse for an equal number of shares of the new
holding company.
Ultimate ownership of the combined company
Following full completion of the contemplated transactions, the
former Deutsche Boerse shareholders would own 60% of the combined
group and the former NYSE Euronext shareholders would own 40% of
the combined group on a fully diluted basis and assuming that all
Deutsche Boerse shares are tendered in the exchange offer.
The transaction is subject to approval by holders of a majority
of the outstanding NYSE Euronext shares and to a 75% acceptance
level of the exchange offer to Deutsche Boerse 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.
Principal financial advisers to Deutsche Boerse are Deutsche
Bank and J.P. Morgan Securities LLC. Principal financial advisers
to NYSE Euronext are Perella Weinberg Partners, and BNP Paribas.
Legal advisers are Linklaters to Deutsche Boerse and Wachtell,
Lipton, Rosen & Katz, Stibbe N.V. and Milbank, Tweed, Hadley
& McCloy LLP to NYSE Euronext. Further financial advice is
being provided by Credit Suisse, Goldman, Sachs & Co., Morgan
Stanley & Co. Inc., and Societe Generale.
Global Investor, Analyst and Press Conference – Today,
February 15 at 17:00 CET and 11:00 EST
Deutsche Boerse CEO Reto Francioni and NYSE Euronext CEO Duncan
Niederauer will host a conference today. A live audio webcast will
be made available on the respective websites of Deutsche Boerse and
NYSE Euronext. For those participants who wish to dial in to the
event, the following line has been set up.
Dial-in Information:
US +1 212 444 0297
UK +44 (0) 203 147 48 61
France +33 (0) 1722 53097
Germany (language: english) +49 (0)69 247 501 899
Germany (language: german) +49 (0)69 247 501 890
Safe Harbour Statement
In connection with the proposed business combination
transaction, NYSE Euronext and Deutsche Boerse AG expect that Alpha
Beta Netherlands Holding N.V. (“Holding”), a newly formed holding
company, will file a Registration Statement on Form F-4 with the
U.S. Securities and Exchange Commission (“SEC”) that will include
(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. When
available, NYSE Euronext will mail the proxy statement/prospectus
to its stockholders in connection with the vote to approve the
merger of NYSE Euronext and a wholly owned subsidiary of Holding,
and Holding will mail the offering prospectus to Deutsche Boerse AG
shareholders in the United States in connection with Holding’s
offer to acquire all of the outstanding shares of Deutsche Boerse
AG. NYSE Euronext and Deutsche Boerse AG also expect that Holding
will file an offer document with the German Federal Financial
Supervisory Authority (Bundesanstalt fuer
Finanzdienstleistungsaufsicht) (“BaFin”).
Investors and security holders are urged to read the proxy
statement/prospectus and the offer document regarding the proposed
business combination transaction if and when they become available
because they will contain important information. You may obtain
a free copy of the proxy statement/prospectus (if and when it
becomes available) and other related documents filed by NYSE
Euronext and Holding with the SEC on the SEC’s Web site at
www.sec.gov. The proxy statement/prospectus (if and when it becomes
available) and other documents relating thereto may also be
obtained for free by accessing NYSE Euronext’s Web site at
www.nyse.com and Deutsche Boerse AG’s Web site at
www.deutsche-boerse.com. The offer document will be made available
at Holding’s Web site at www.global-exchange-operator.com following
clearance by the BaFin.
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 will be disclosed in the offer document after the
publication has been approved by the BaFin and in documents that
will be filed with the SEC. Holding reserves the right to deviate
in the final terms of the public offer from the basic information
described herein. Investors and holders of NYSE Euronext shares and
Deutsche Boerse AG shares are strongly encouraged to read the offer
document and all documents in connection with the public offer as
soon as they are published, since they will contain important
information.
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. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, 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 any
such jurisdiction.
This announcement and related materials do not constitute in
France an offer for ordinary shares in Alpha Beta Netherlands
Holding N.V..The relevant final terms of the proposed business
combination transaction will be disclosed in the information
documents reviewed by the competent European market
authorities.
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 proxy statement/prospectus and the other relevant
documents filed with the SEC if and when they become available.
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.
1 Combined net revenues based on 2010 actual revenues of
Deutsche Boerse (excluding other operating income) and NYSE
Euronext.
2 Deutsche Boerse prepares its financial statements in
accordance with IFRS while NYSE Euronext prepares its financial
statements in accordance with US GAAP. Adjusted earnings are
derived from the combined projected earnings, before making
adjustments to convert NYSE Euronext's financial results from US
GAAP to IFRS, and have been adjusted to exclude one time deal
costs, amortization of intangible assets and the expected one-off
costs of achieving synergies. Adjusted earnings are not a measure
recognized under IFRS or US GAAP and, therefore, may not be
comparable to similar measures presented by other companies.
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