- Filing of certain prospectuses and communications in connection with business combination transactions (425)
06 Ottobre 2011 - 11:14PM
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
October 6, 2011
NYSE Euronext and Deutsche Boerse Statement on Statement of Objections
New York, October 5, 2011
– Deutsche Boerse AG (XETRA:DB1) and NYSE Euronext (NYSE:NYX) today issued the following statement regarding the issuance of a Statement of Objections by the EU Competition Commission:
We can confirm that we have received a Statement of Objections from the European Commission. The Statement of Objections is a normal step in a second phase merger procedure. It sets out a provisional position of the Commission and does not prejudge the final outcome of the case.
We continue to strongly believe that our combination provides substantial capital and cost savings to users; advances the goal of a unified, liquid EU capital market for raising money and managing risk; and does not materially alter the competitive landscape.
We have worked closely with the European Commission during this process, and we look forward to continuing our open and constructive discussions as we work to complete the transaction by the end of this year.
Media Contacts:
Deutsche Börse
Rüdiger Assion, +49.69.211.15004
Frank Herkenhoff, +49.69.211.13480
NYSE Euronext
Robert Rendine, +1.212.656.2180
Rich Adamonis, +1
.
212.656.2140
Caroline Nico,
+33.1.49.27.10.74
NYSE Euronext Investor Relations
Stephen Davidson,
+1.212.656.2183
Important notice:
Safe Harbour Statement
In
connection with the proposed business combination transaction between NYSE
Euronext and Deutsche Börse AG, Alpha Beta Netherlands Holding N.V. (“
Holding
”),
a newly formed holding company, filed, and the U.S. Securities and Exchange
Commission (“
SEC
”) declared effective on May 3, 2011, a Registration
Statement on Form F-4 with the 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 Börse AG shares held by U.S. holders. Holding has also filed
an offer document with the German Federal Financial Supervisory Authority (
Bundesanstalt
für 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 Börse 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 of interstate or foreign commerce (including without limitation, facsimile transmission, telephone and the internet) 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 Börse 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 Börse 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 Deutsche Börse AG and NYSE Euronext 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 Holding, Deutsche Börse AG or NYSE Euronext undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Grafico Azioni NYSE Group (NYSE:NYX)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni NYSE Group (NYSE:NYX)
Storico
Da Lug 2023 a Lug 2024