NYSE Euronext (NYSE:NYX) and Deutsche Boerse AG (XETRA:DB1)
today announced that Duncan Niederauer, CEO of NYSE Euronext and
Reto Francioni, CEO of Deutsche Boerse will give a joint
presentation at the Sandler O’Neill 2011 Global Exchange and
Brokerage Conference at the at The St. Regis Hotel in New York
City on Friday, June 10, 2011 at 3:00 p.m. (ET).
A live webcast of the presentation will be available on NYSE
Euronext’s Investor Relations website:
http://www.nyseeuronext.com/ir.
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.
Disclaimer and Cautionary Note Regarding Forward-Looking
Statements
This press release may contain forward-looking statements,
including forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, but are not limited to,
statements concerning NYSE Euronext’s plans, objectives,
expectations and intentions and other statements that are not
historical or current facts. Forward-looking statements are based
on NYSE Euronext’s current expectations and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such forward-looking statements.
Factors that could cause NYSE Euronext’s results to differ
materially from current expectations include, but are not limited
to: NYSE Euronext’s ability to implement its strategic initiatives,
economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk and U.S. and
global competition, and other factors detailed in NYSE Euronext’s
reference document for 2010 ("document de référence") filed with
the French Autorité des Marchés Financiers (Filed on April 19, 2011
under No. D.11-0333), 2010 Annual Report on Form 10-K and other
periodic reports filed with the U.S. Securities and Exchange
Commission or the French Autorité des Marchés Financiers. In
addition, these statements are based on a number of assumptions
that are subject to change. Accordingly, actual results may be
materially higher or lower than those projected. The inclusion of
such projections herein should not be regarded as a representation
by NYSE Euronext that the projections will prove to be correct.
This press release speaks only as of this date. NYSE Euronext
disclaims any duty to update the information herein.
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 B�rse 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.
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