We have clearly demonstrated to the European Commission the strong benefits that our combination will bring to a broad set of stakeholders in Europe.
The proposed merger aims to create a regulated, highly liquid and integrated European market for stock and derivatives trading as well as clearing and settlement, thereby contributing to the stability, integrity and transparency of the European financial market.
We have also proposed substantial and tangible concessions that address the EC's competition concerns and further contribute to the creation of a stable, regulated pan-European exchange infrastructure that would ensure Europe's competitiveness in an increasingly competitive global market, and deliver significant benefits to participants in the real economy.
Under the European Commission's formal process, any preliminary recommendation by the case team would subsequently be vetted and acted on by the entire European Commission. We look forward to pressing the case for this compelling transaction in that forum."
Media Contacts:
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
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, has filed, and the SEC has 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
will also constitute a prospectus for Holding and (2) an
offering prospectus of Holding to be 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 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 and published additional accompanying information in connection with the exchange offer are available at Holding's website at www.global-exchange-operator.com. Holders of Deutsche Börse shares who have accepted the exchange offer have certain withdrawal rights which are set forth in the offer document.
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 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.
Participants in the Solicitation
NYSE Euronext, Deutsche Boerse AG, Holding and their
respective directors and executive officers and other members
of management and employees may be deemed to be participants
in the solicitation of proxies from NYSE Euronext
stockholders in respect of the proposed business combination
transaction. Additional information regarding the interests
of such potential participants will be included in the
definitive proxy statement/prospectus and the other relevant
documents filed with the SEC.
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.
Contact: Robert Rendine | Phone: 212.656.2180 | Email: | rrendine@nyx.com |
distribué par | Ce noodl a été diffusé par NYSE Euronext Inc. et initialement mise en ligne sur le site http://www.nyse.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-10 20:03:42 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |