NYSE Euronext to Review Unsolicited Proposal from Nasdaq OMX Group, Inc. & IntercontinentalExchange, Inc; Shareholders Advise...
01 Aprile 2011 - 3:19PM
Business Wire
NYSE Euronext (NYSE: NYX) confirmed today that it has received
an unsolicited proposal from Nasdaq OMX Group, Inc. (Nasdaq: NDAQ)
and IntercontinentalExchange Inc. (NYSE: ICE) to acquire all
outstanding shares of NYSE Euronext for a combination of $14.24 in
cash, 0.4069 shares of Nasdaq stock and 0.1436 shares of ICE stock
per NYSE Euronext share.
Consistent with its fiduciary duties, and in consultation with
its independent financial and legal advisors, NYSE Euronext’s Board
will carefully review the proposal. NYSE Euronext urges
shareholders not to take any action with respect to the
proposal.
NYSE Euronext’s financial advisers are Perella Weinberg
Partners, BNP Paribas, Goldman, Sachs and Co., and Morgan Stanley
& Co., Inc. Its legal advisers are Wachtell, Lipton, Rosen
& Katz, Stibbe N.V. and Milbank, Tweed, Hadley & McCloy
LLP.
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
NYSE Euronext is party to a proposed business combination
transaction with Deutsche Boerse AG. 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.comand 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.comfollowing
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.
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