- Filing of certain prospectuses and communications in connection with business combination transactions (425)
20 Luglio 2011 - 11:01PM
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 20, 2011
In respect of the description of the treatment of Deutsche Börse
shares as components of the DAX and the STOXX indices contained in the Offer
Document the following is published:
Deutsche Boerse shares replaced by Deutsche Börse Tendered
shares in DAX and STOXX indices
On 15 July 2011 Deutsche Börse announced an adjustment to the DAX
index. As a result of the expected merger with NYSE Euronext, the Deutsche
Börse AG shares (ISIN DE0005810055) in the DAX will be replaced with the
tendered Deutsche Börse shares (ISIN DE000A1KRND6). This change will be
effective as of 20 July 2011 and reflects the decision of the Working Committee
for Equity Indices published on 6 June 2011.
The Working Committee for Equity Indices had decided to make this
component change provided an acceptance threshold of at least 50% is reached by
the end of the initial tender period, or at any time throughout the subsequent
offering period, upon two trading days notice. As this threshold has been
reached, the larger share class will be included in the DAX in accordance with
the index rulebook. In addition, the free-float factor of the new share will be
adjusted from 95.41% to 77.83% in the DAX to account for a change in the
free-float greater than 10 percentage points. This value equates to the number
of tradable shares of the tendered shares class based on the current information.
After closing or failure of the transaction the Deutsche Börse
tendered share will be replaced by the new share of the merged company or the
old Deutsche Börse share respectively, provided the new company fulfils the
criteria for inclusion in the DAX index.
Further, on 15 July 2011 STOXX Limited announced adjustments in
several STOXX indices. As a result of the expected merger with NYSE Euronext,
the Deutsche Boerse shares (ISIN DE0005810055) in the EURO STOXX 50, STOXX Europe
600, STOXX Global Total Market and sub-indices will be replaced with the
Deutsche Boerse Tendered shares (ISIN DE000A1KRND6). This change will be effective
as of 20 July 2011.
Component changes were announced after the acceptance threshold
of at least 75% was reached by the end of the initial tender period. The
free-float factor of the new shares will be adjusted from 100% to 82.43% in all
STOXX indices. This reflects the acceptance rate and leads to a decrease in
weighting.
Amsterdam, 19 July 2011
Alpha Beta Netherlands
Holdings 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,
filed, and the SEC 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 also constitutes a
prospectus for Holding, which was used in connection with NYSE Euronext special
meeting of stockholders held on July 7, 2011 and (2) an offering prospectus
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.
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.
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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