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
August 5, 2011
Excerpt from video message to NYSE Euronext employees from CEO Duncan
Niederauer:
On the merger front, we are
exactly where I would have hoped we would have been when we announced this deal
several months ago.
Both
shareholders, as you know have overwhelmingly approved the deal and the news
from late this week was that on the DB side after clearing the 75% threshold in
time and on the first deadline we are now able to announce this week that more
than 95% of the outstanding shares of DB have tendered in favor of the merger,
so a very, very big vote of confidence.
From here on out it’s about the regulatory process. It’s
about the integration process and both of those are on or ahead of schedule.
Many of you probably saw the note we put
out yesterday about the news we got from the competition commission in Brussels
as expected right on time, end of phase one, 25 business days, we now kick off
the phase two review which is 90 business days.
Their statement was consistent with what
we would have expected, and it now, in my mind, the easiest visual I’ve
got, is it narrows the funnel so now with all the information we’ve sent
them, all the information they’ve collected, they’re now
effectively telling us “hey guys, for the next 90 days, focus on these
issues, these are where are our major concerns lie.”
And it makes our task . . . it’s
still significant, but it’s certainly makes it easier from here on out.
As I said, I stopped in
Frankfurt after the Town Hall in London – a full day of meetings in
Frankfurt, largely around the integration process; that is beginning to move
along very well.
Andrew and
Jens Hachmeister, who is his equivalent
on the other side, is doing a great job.
I met with them, I met with some of the members of their team, I met
with some members of management, and everything is moving along quite well
there.
More news to come on that as
we outline some of the timelines for things like the operating model, the
clearing platform decision, the training platform decision, etc., so expect to
hear more from me on that in the coming weeks.
But, all in all, that’s in good
shape.
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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