NYSE Euronext Board of Directors Unanimously Reaffirms Rejection of Proposal from Nasdaq and Intercontinental Exchange
21 Aprile 2011 - 4:40PM
Business Wire
NYSE Euronext (NYSE: NYX) announced today that its Board of
Directors, consistent with its fiduciary duties and advised by its
financial and legal advisors, has unanimously reaffirmed its
combination agreement with Deutsche Boerse AG (XETRA:DB1) and
reaffirmed its rejection of the proposal from Nasdaq OMX Group,
Inc. (Nasdaq: NDAQ) and IntercontinentalExchange, Inc. (NYSE:
ICE).
Speaking on behalf of the Board, NYSE Euronext Chairman
Jan-Michiel Hessels said: “Our Board has reviewed the information
recently provided by Nasdaq/ICE in connection with their proposal
and concluded that this proposal is substantially the same as what
was previously rejected. Consequently, our view has not changed.
This proposal does not provide compelling value, has unacceptable
execution risk and is therefore not in the best interests of NYSE
Euronext shareholders.”
Mr. Hessels continued: “The Board is intensely focused on
shareholder value, and we remain confident that the combination
with Deutsche Boerse creates substantially more value for our
shareholders. The combined company will be a global leader across
all major asset classes, with the financial strength, balance sheet
flexibility and synergy potential to drive revenue and earnings
growth and new product innovation. The scale and strength of the
business, along with its world-class management team, positions the
company to shape and capitalize on the industry’s evolution and
global development.”
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 Harbor Statement
NYSE Euronext is party to a proposed business combination
transaction with Deutsche Boerse AG. In connection with the
proposed business combination transaction, Alpha Beta Netherlands
Holding N.V. (“Holding”), a newly formed holding company, has filed
a Registration Statement on Form F-4 with the U.S. Securities and
Exchange Commission (“SEC”) that includes (1) a draft proxy
statement of NYSE Euronext that will also constitute a prospectus
for Holding and (2) a draft 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 finalized, 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.
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