Deutsche Börse AG & NYSE Euronext Announce that Alpha Beta Netherlands Holding N.V. Will Not Pursue a Takeover Law Squeeze-o...
08 Settembre 2011 - 10:19PM
Business Wire
Deutsche B�rse AG (XETRA:DB1) and NYSE Euronext (NYSE:NYX) today
announced that the holding company of the merged group, Alpha Beta
Netherlands Holding N.V. (“Holdco”), will not pursue a takeover law
squeeze-out under Section 39a and b of the German Securities
Acquisition and Takeover Act of the remaining Deutsche B�rse shares
that were not tendered in the original exchange offer made by
Holdco.
In addition, the Companies also said that Holdco was not
currently contemplating the implementation of a corporate
squeeze-out under Section 327a et seq. of the German Stock
Corporation Act, and that it was anticipated that Deutsche B�rse
would enter into a domination agreement. The companies encouraged
all holders of the untendered Deutsche B�rse shares to tender their
shares under the terms of the original offer. Shareowners who
tender their shares into the original offer will be eligible to
receive the one-time special dividend of €2.00 per Holdco share
from Holdco’s capital reserves anticipated to be paid shortly after
closing of the transaction.
In July 2011, NYSE Euronext achieved overwhelming support from
its shareholders for the proposed combination with Deutsche B�rse
in a special shareholder meeting. Shortly thereafter, 95.41 percent
of the shares in Deutsche B�rse AG were tendered under the exchange
offer made by Alpha Beta Netherlands Holding N.V. to the
shareholders of Deutsche B�rse by the end of the additional offer
acceptance period on August 1, 2011 (midnight, CEST) 2011.
Duncan Niederauer, CEO of NYSE Euronext, commented: “The
overwhelming support we received from both of our shareowner bases
has provided us with the maximum flexibility to act in the long
term best interest of the new company, and we intend to use this
flexibility to generate the strongest possible returns for the
future shareowners of Holdco.”
Gregor Pottmeyer, CFO of Deutsche B�rse AG, added: “Effecting a
squeeze out is not at all necessary to achieve our financial and
synergy goals. Deutsche B�rse shareholders who have not yet
accepted the exchange offer can do so at unchanged conditions until
midnight CET on November 4, 2011.”
Pursuant to Section 39c of the German Securities Acquisition and
Takeover Act, shareholders who have not yet accepted the exchange
offer made by Alpha Beta Netherlands Holding N.V. may elect to do
so at unchanged conditions and exchange their shares for shares in
Alpha Beta Netherlands Holding N.V. Such election has to be made
within a period of three months after publication of the above
acceptance rate of the exchange offer achieved by the end of the
additional offer acceptance period of the exchange offer, i.e.
until November 4, 2011 (midnight, CET).
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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