- Filing of certain prospectuses and communications in connection with business combination transactions (425)
07 Luglio 2011 - 9:18PM
Edgar (US Regulatory)
Filed by Alpha Beta Netherlands Holding N.V.
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Companies:
NYSE
Euronext
(Commission File No. 001-33392)
Deutsche Börse
July 7, 2011
Alpha Beta Netherlands Holding N.V.
Amsterdam
Publication pursuant
to Section 23 para. 1 sentence 1 no.1 of the
German Securities Acquisition and Takeover Act (WpÜG)
This announcement and the information contained herein are
restricted and not for release, publication or distribution, in whole or in
part, in Japan.
On May 4, 2011, Alpha Beta Netherlands Holding N.V.
(“
Bidder
”) published the offer document regarding its voluntary public
takeover offer (“
Exchange Offer
”) to the shareholders of Deutsche Börse Aktiengesellschaft
(“
Deutsche Börse
”) to acquire their shares in Deutsche Börse
(ISIN DE0005810055) (“
Deutsche Börse Shares
”) against a
consideration of one share in the Bidder (ISIN NL0009766997) for one Deutsche
Börse share. The acceptance period for the Exchange Offer expires on midnight,
at the end of July 13, 2011 (Central European Daylight Savings Time),
unless it is extended pursuant to the statutory provisions of the WpÜG. The
share capital of Deutsche Börse currently amounts to EUR 195,000,000
and is divided into 195,000,000 registered shares with no-par value.
Until July 7, 2011, 16.00 hrs
(Central European Daylight Savings Time) (“
Record Date
”),
the Exchange Offer has been accepted for an aggregate number of 25,881,861 Deutsche Börse Shares.
This equals approximately 13.27% of the share capital and the voting rights in
Deutsche Börse.
On the Record Date, the Bidder held no
Deutsche Börse Shares. Deutsche Börse, a person acting jointly
with the Bidder within the meaning of
Section 2 para. 5 WpÜG, held at this time 8,956,997
Deutsche Börse Shares (8,956,997 of which it already held at the
point in time of publication of the offer document); this equals approximately
4.59% of the share capital of and the voting rights in Deutsche Börse.
Deutsche Börse is not entitled to any voting rights regarding the
treasury shares pursuant to Section 71b German Stock Corporation Act
(Aktiengesetz,
AktG
)
. Deutsche Börse accepted the Exchange Offer for all these
treasury shares on May 17, 2011; accordingly, these treasury shares also form
part of the aggregate number of Deutsche Börse Shares
for which the Exchange Offer has been accepted until the Record Date.
Apart from this, neither the Bidder nor persons acting jointly
with the Bidder within the meaning of
Section 2 para. 5 WpÜG nor any of their subsidiaries held
any Deutsche Börse Shares on the Record Date. Neither the Bidder nor
persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG
nor any of their subsidiaries were attributed voting rights attached to
Deutsche Börse Shares pursuant to Section 30 WpÜG.
The total number of the Bidder’s shares
and voting rights attached to the Deutsche Börse Shares in relation
to which the Exchange Offer has been accepted until the Record Date
amounts to 25,881,861 shares respectively voting rights. This equals
approximately 13.27% of the shares of and voting rights in Deutsche Börse.
Amsterdam, July 7, 2011
Alpha Beta Netherlands Holding N.V.
Important notice:
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, as
amended, 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, as amended, 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 Börse 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, as amended, 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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