029 Group SE

M&A Activity • Feb 15, 2011

News Details

Takeover Bids | 15 February 2011 16:45

Takeover Offer;

Target company: Deutsche Börse AG; Bidder: Alpha Beta Netherlands Holding N.V.

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of

EquityStory AG.

The bidder is solely responsible for the content of this announcement.

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Announcement pursuant to Section 10 para. 1 sentence 1 in conjunction with

sections 29 para. 1, 34 of the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) – Takeover Offer

This announcement and the information contained herein are restricted and

are not for release, publication or distribution, in whole or in part, in

or into the United States, Canada, Australia or Japan or any jurisdiction

where to do so would constitute a violation of the laws of such

jurisdiction.

Bidder:

Alpha Beta Netherlands Holding N.V.

Herengracht 450

1017 CA Amsterdam

The Netherlands

Registered in the Dutch Trade Register of the Chamber of Commerce (Kamer

van Koophandel) Amsterdam under no. 52019756.

Target company:

Deutsche Börse Aktiengesellschaft

Mergenthalerallee 61

65760 Eschborn

Deutschland

ISIN: DE0005810055

Registered in the commercial register of the local court of Frankfurt a.M.

under HRB 32232.

On 15 February 2011, Alpha Beta Netherlands Holding N.V. (‘Bidder’ or

‘Holding’) decided to make a voluntary public takeover offer to all

shareholders of Deutsche Börse Aktiengesellschaft (‘Deutsche Börse’) to

acquire their registered shares in Deutsche Börse, each representing a pro

rata amount of the registered share capital of EUR 1.00 (ISIN:

DE0005810055) (the ‘Deutsche Börse-Shares’).

The voluntary takeover offer will be made by way of an exchange offer. The

Bidder will offer 1 ordinary voting share in the Bidder with a pro rate

amount of the registered share capital of EUR 1.00 per share (the

‘Bidder-Shares’) as consideration for 1 Deutsche Börse-Share. The takeover

offer will be made subject to the terms and conditions to be set out in the

offer document.

The offer document and further information relating to the public takeover

offer will be published on the internet at

www.global-exchange-operator.com.

FURTHER INFORMATION ON TRANSACTION

Deutsche Börse (DAX:DB1) and NYSE Euronext (NYSE:NYX) today entered into a

Business Combination Agreement following approval from both companies’

boards.

According to such Business Combination Agreement, Deutsche Börse and NYSE

Euronext shall become subsidiaries of the Bidder. The shares of the Bidder,

a newly created Dutch holding company, are expected to be listed in

Frankfurt, New York and Paris. NYSE Euronext will become a subsidiary

through a merger of NYSE Euronext and a US subsidiary of the Bidder in

which each NYSE Euronext share will be converted into 0.4700 of a share of

the Bidder.

The combined group will have dual headquarters, in Frankfurt a.M. and in

New York. The Holding will be led by a one-tier board with 17 members -15

directors plus the Chairman and the CEO. Of the 15 directors, 9 shall be

designated by Deutsche Börse and 6 by NYSE Euronext. Reto Francioni will be

Chairman, and will also be responsible for group strategy and global

relationship management. Duncan Niederauer will be Chief Executive Officer

and will lead an Executive Committee equally split between current Deutsche

Börse and NYSE Euronext executives.

Following full completion of the contemplated transactions, the former

Deutsche Börse shareholders would own approximately 60% of the combined

group and the former NYSE Euronext shareholders would own approximately 40%

of the combined group on a fully diluted basis and assuming that all

Deutsche Börse shares are tendered in the exchange offer.

The transaction is subject to approval by holders of a majority of the

outstanding NYSE Euronext shares and to a 75% acceptance level of the

exchange offer to Deutsche Börse shareholders as well as approval by the

relevant competition and financial, securities and other regulatory

authorities in the U.S. and Europe, the receipt of an advance ruling from

U.S. tax authorities with respect to certain tax aspects of the transaction

and further customary closing conditions. The transaction is expected to

close at the end of 2011.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination transaction, NYSE

Euronext and Deutsche Börse AG expect that Alpha Beta Netherlands Holding

N.V. (‘Holding’), a newly formed holding company, will file a Registration

Statement on Form F-4 with the U.S. Securities and Exchange Commission

(‘SEC’) that will include (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

Börse AG shares held by U.S. holders. When available, NYSE Euronext will

mail the proxy statement/prospectus to its stockholders in connection with

the vote to approve the merger of NYSE Euronext and a wholly owned

subsidiary of Holding, and Holding will mail the offering prospectus to

Deutsche Börse AG shareholders in the United States in connection with

Holding’s offer to acquire all of the outstanding shares of Deutsche Börse

AG. NYSE Euronext and Deutsche Börse AG also expect that Holding will file

an offer document with the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) (‘BaFin’).

Investors and security holders are urged to read the proxy

statement/prospectus and the offer document regarding the proposed business

combination transaction if and when they become available because they will

contain important information. You may obtain a free copy of the proxy

statement/prospectus (if and when it becomes available) and other related

documents filed by NYSE Euronext and Holding with the SEC on the SEC’s Web

site at www.sec.gov. The proxy statement/prospectus (if and when it becomes

available) and other documents relating thereto may also be obtained for

free by accessing NYSE Euronext’s Web site at www.nyse.com and Deutsche

Börse AG’s Web site at www.deutsche-boerse.com. The offer document will be

made available at Holding’s Web site at www.global-exchange-operator.com

following clearance by the BaFin.

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 will be

disclosed in the offer document after the publication has been approved by

the BaFin and in documents that will be filed with the SEC. Holding

reserves the right to deviate in the final terms of the public offer from

the basic information described herein. Investors and holders of NYSE

Euronext shares and Deutsche Börse AG shares are strongly encouraged to

read the offer document and all documents in connection with the public

offer as soon as they are published, since they will contain important

information.

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. Subject to certain

exceptions to be approved by the relevant regulators or certain facts to be

ascertained, the public offer will not be made directly or indirectly, in

or into any jurisdiction where to do so would constitute a violation of the

laws of such jurisdiction, 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 any such jurisdiction.

PARTICIPANTS IN THE SOLICITATION

NYSE Euronext, Deutsche Börse 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 proxy statement/prospectus and the

other relevant documents filed with the SEC if and when they become

available.

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 NYSE Euronext and Deutsche Börse 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 Börse 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.

Amsterdam, 15 February 2011

Alpha Beta Netherlands Holding N.V.

End of WpÜG announcement

15.02.2011DGAP’s Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Media archive at www.dgap-medientreff.de and www.dgap.de

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