- Filing of certain prospectuses and communications in connection with business combination transactions (425)
11 Ottobre 2011 - 11:26PM
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 11, 2011
Alpha Beta Netherlands Holding N.V.
Amsterdam
Notice on the satisfaction of a completion condition
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. (the “
bidder
”) published the offer document (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 expired on midnight, at the end of July 13, 2011 (Central European Daylight Savings Time). Pursuant to Section 39c of the German Securities Acquisition and Takeover Act, shareholders of Deutsche Börse who have not yet accepted the exchange offer may still elect to do so until midnight at the end of November 4, 2011 (Central European Time).
Pursuant to section 14.1 of the offer document, the exchange offer and the agreements which come into existence as a result of accepting the exchange offer are subject to various completion conditions. The bidder hereby publishes that the completion condition set forth in section 14.1 (f) (xxi) (
no prohibition of the indirect acquisition of Clearstream Banking S.A., Clearstream International S.A. and Clearstream Services S.A. by the Luxembourg Supervisory Authority for the Financial Sector (Commission de Surveillance du Sectuer Financier – CSSF) within the statutory period available to it or issuance of corresponding declarations of non-objection within this period
) has been satisfied. Therefore, all completion conditions set forth in section 14.1 have been satisfied or waived, except for the completion conditions set forth in section 14.1 (b) (
competition approvals
) and section 14.1
(f) (i) - (ix), as well as (xi) - (xix) and (xxii)
(
other approvals
). The completion conditions set forth in section 14.1 (b) and (f)
(i) - (ix), as well as (xi) - (xix) and (xxii)
must each be satisfied no later than March 31, 2012.
Amsterdam, October 11, 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 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.
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