UPDATE: Deutsche Boerse, NYSE Euronext Agree Tie-Up
15 Febbraio 2011 - 5:06PM
Dow Jones News
Germany's Deutsche Boerse AG (DB1.XE) and U.S. exchange operator
NYSE Euronext (NYX) have agreed to tie up, creating the world's
largest trading platform as the exchange industry enters a period
of global consolidation.
Under the terms of the deal, Deutsche Boerse shareholders will
own 60% of the newly merged company, with NYSE shareholders
controlling 40%. One Deutsche Boerse share will be exchanged for
one share of the new company's stock, while each share of NYSE
Euronext will be swapped for 0.47 share of the new company
stock.
"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," NYSE Euronext Chief Executive Duncan Niederauer said.
At 1456 GMT, NYSE shares were down 4.1% at $37.83 on the largely
anticipated announcement, while Deutsche Boerse shares fell 1.9% to
EUR60.14.
Niederauer will be CEO of the new company, while Deutsche Boerse
CEO Reto Francioni will be the chairman. In addition to Niederauer
and Francioni, 15 directors will join the 17 member, one-tier
board.
An executive committee will be led by Niederauer with four
members representing each exchange. From Deutsche Boerse, Andreas
Preuss will become deputy CEO and president as well as head of
derivatives. Gregor Pottmeyer will become chief financial officer,
Jeffrey Tessler will lead settlement and custody operations, Frank
Gerstenschlaeger will lead the company's market data and analytics
operations.
Key board members from NYSE Euronext will include Dominique
Cerutti as head of technology services and IT, Lawrence Leibowitz,
who will head cash trading and listings and John K. Halvey, who
will become general counsel.
Joint headquarters will be located in New York City and
Eschborn, near Frankfurt.
The companies didn't provide a name for the new company but said
they expect to register a newly formed Netherlands-based holding
company, Alpha Beta Netherlands Holding N.V.
Deutsche Boerse and NYSE are expected to postpone announcements
on a new name, technology implementation and potential job cuts
amid concerns from regulators and politicians on both sides of the
Atlantic.
New York Senator Charles Schumer voiced concerns over the
weekend that a merger could result in lost influence for NYSE,
particularly if a new name for the merged company emphasized
Deutsche Boerse's majority ownership. Labor representatives from
Deutsche Boerse have also said that a U.S.-based CEO could result
in lost jobs and resources for Germany-based staff.
In addition to regulatory approval, sealing the deal will
require that a majority of NYSE Euronext shareholders controlling
outstanding shares provide approval. Additionally, 75% of Deutsche
Boerse shareholders will have to confirm the deal.
Together the two companies will earn 2010 net revenue of EUR4.1
billion and earnings before interest, taxes, depreciation and
amortization, or Ebitda, of EUR2.1 billion. The two companies
confirmed in a statement.
The deal is expected to result in EUR300 million in annual
revenue synergies, achieved after three years. Around 25% of
synergies will be achieved after one year, with 50% acquired after
two years. The deal will immediately lift adjusted earnings of both
companies.
Around 25% of estimated cost savings will be reached after one
year, rising to 50% in the year after and achieving full synergies
three years after merging, the companies said.
The companies expect to complete the merger by the end of
2011.
Additional details are expected at a Deutsche Boerse news
conference beginning at 1600 GMT Tuesday.
Deutsche Boerse and NYSE Euronext--the parent of the Big
Board--revealed last week that they were in advanced discussions on
a potential combination. The deal creates the world's biggest
exchange group for trading stocks and futures contracts, with a
commanding position in stock listings and market technology.
The merger was seen as driven by the potential to create a
globally leading derivatives franchise, combining heavily traded
fixed-income and equity-index futures across the exchanges'
European markets. Smaller and more nimble platforms geared toward
automated share-trading have cut into the profitability of both
NYSE Euronext's and Deustche Boerse's stock markets.
NYSE Euronext last week said its fourth-quarter profit declined
by one-fifth from a year earlier, hurt by a dollar that
strengthened against the euro and by weak trading volume in both
the U.S. and Europe.
-By Nathan Becker, Dow Jones Newswires; 212-416-2855; nathan.becker@dowjones.com;
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