NYSE Euronext Shareholders Overwhelmingly Approve Combination with Deutsche Boerse
07 Luglio 2011 - 3:34PM
Business Wire
NYSE Euronext (NYSE: NYX) today announced that its shareholders
have approved the adoption of the business combination agreement
with Deutsche Boerse AG (XETRA: DB1) and related proposals. The
proposals, which required approval by a majority of the outstanding
shares or in some cases majority of shares voted of NYSE Euronext
common stock, were approved at a special shareholders meeting held
today in New York. Based on preliminary results, approximately
96.09% of the shares present at the special meeting voted for the
approval of the combination, representing 65.68% of NYSE Euronext’s
outstanding common shares.
“We are delighted that our shareholders support the value
inherent in this compelling combination with Deutsche Boerse and
recognize the substantial benefits the combined company will be
positioned to provide,” said Jan-Michiel Hessels, Chairman of the
Board of NYSE Euronext.
“This approval is an important milestone in our path to
completing this combination, bringing us one step closer to
creating the premier global venue for capital raising and a world
leader in derivatives and risk management. I would like to thank
our shareholders for their careful consideration and engagement on
this historic proposal, and for their strong validation of the long
term value we believe we will create,” said Duncan L. Niederauer,
CEO of NYSE Euronext.
The combination of Deutsche Boerse/NYSE Euronext offers:
- Compelling industrial logic based on a
shared vision that is consistent with the long-term strategy of
both companies;
- A business that preserves competition
and delivers clear benefits to clients and customers;
- The potential for superior cash flow
generation and a credit profile and balance sheet that will provide
financial flexibility to invest, grow and innovate;
- Synergies of EUR550 million ($798
million), including EUR400 million ($580 million) in full run-rate
cost savings and EUR150 million ($218 million) in revenue
enhancements.
Completion of the combination is subject to a 75% acceptance
level of the exchange offer to Deutsche Boerse shareholders;
approval by the relevant competition and financial, securities and
other regulatory authorities in the U.S. and Europe; and customary
closing conditions. The acceptance period during which shareholders
of Deutsche Boerse can tender their shares in exchange for shares
in the new combined company will end next week, on July 13,
2011.
The independent Inspector of the Meeting, Mackenzie Partners,
will tabulate all proxies and ballots submitted at the Special
Meeting. Final results will be released after the votes have been
tabulated and certified, which is expected within approximately one
week.
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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