Deutsche Börse AG

Regulatory Filings • Feb 15, 2011

News Details

Ad-hoc | 15 February 2011 15:35

Deutsche Börse AG: Deutsche Boerse AG And NYSE Euronext Agree To Combine To Create The Premier Global Exchange Group

Deutsche Börse AG / Key word(s): Merger

15.02.2011 15:35

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Deutsche Boerse AG and NYSE Euronext today announced that they have entered
into a business combination agreement following approval from both
companies' Boards. Under the agreement, the companies will combine to
create the world's premier global exchange group, creating the world leader
in derivatives trading and risk management, and the largest, most well
known venue for capital raising and equities trading. The combined group
will offer clients global scale, product innovation, operational and
capital efficiencies, and an enhanced range of technology and market
information solutions.

The combined group will have 2010 combined net revenues of EUR 4.1
billion/US$ 5.4 billion, and 2010 EBITDA of EUR 2.1 billion/US$ 2.7
billion, thus becoming the world's largest exchange group by revenues and
EBITDA. Based on 2010 net revenues, the combined group will earn
approximately 37% of total revenues in derivatives trading & clearing, 29%
in cash listings, trading & clearing, 20% in settlement & custody, and 14%
in market data, index & technology services.

The group will have dual headquarters, in Deutsche Boerse AG's newly built
green tower near Frankfurt and in New York, at 11 Wall Street. The Company
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 Boerse AG 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 with an equal number of current Deutsche Boerse AG
and NYSE Euronext executives.

The four NYSE Euronext executives are Duncan Niederauer as CEO, based in
New York, Dominique Cerutti as Head of Technology Services & IT, based in
Paris, Lawrence Leibowitz as Head of Cash Trading and Listings and John K.
Halvey as General Counsel, both based in New York. The four executives
coming from Deutsche Boerse AG are Andreas Preuss as Head of Derivatives,
based in Frankfurt, Jeffrey Tessler as Head of Settlement & Custody, based
in Luxembourg, Frank Gerstenschlaeger as Head of Market Data & Analytics
and Gregor Pottmeyer as Chief Financial Officer of the combined group, both
based in Frankfurt.

Andreas Preuss will assume the role of Deputy CEO and President. Lawrence
Leibowitz will assume the role of Chief Operating Officer.

The combination is expected to generate annual cost savings of some EUR 300
million/US$ 400 million, principally from information technology, clearing,
and market operations, as well as from corporate administration and support
functions. In addition, it is expected that the combination will lead to at
least EUR 100 million/US$ 133 million of annual revenue synergies through
cross selling and distribution opportunities, increased turnover from
liquidity pool consolidation and new products, a progressive introduction
of Deutsche Boerse Group's clearing capabilities and expanded scope for
technology services and market data offerings.

The cost synergies are expected to be realized at an annual run-rate of 25%
by the end of year 1, 50% by the end of year 2, and 100% by the end of the
3rd year following consummation of the transaction. Implementation and
restructuring costs are estimated to be approximately 1.5-2.0x the expected
full run-rate cost synergies. The transaction is immediately accretive to
adjusted earnings for both NYSE Euronext and Deutsche Boerse AG
shareholders.

The transaction is structured as a combination of Deutsche Boerse AG and
NYSE Euronext under a newly created Dutch holding company, which is
expected to be listed in Frankfurt, New York and Paris. On the NYSE
Euronext side, this will be effected through a merger of NYSE Euronext and
a US subsidiary of the new holding company in which each NYSE Euronext
share will be converted into 0.4700 of a share of the new holding company.
On the Deutsche Boerse AG side, the new holding company will launch a
public exchange offer, in which shareholders of Deutsche Boerse AG may
tender their shares of Deutsche Boerse AG for an equal number of shares of
the new holding company.

Following full completion of the contemplated transactions, the former
Deutsche Boerse AG shareholders would own 60% of the combined group and the
former NYSE Euronext shareholders would own 40% of the combined group on a
fully diluted basis and assuming that all Deutsche Boerse AG 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 Boerse AG shareholders as well as approval by
the relevant competition and financial, securities and other regulatory
authorities in the U.S. and Europe, and other customary closing conditions.
The transaction is expected to close at the end of 2011.

In the opinion of the Management Board and the Supervisory Board of
Deutsche Boerse AG, a strategic business combination between Deutsche
Boerse AG and NYSE Euronext is in the best interest of Deutsche Boerse AG
and its shareholders, and that therefore each of Deutsche Boerse AG's
Boards has determined, that, subject to fulfilling all of its legal duties
in connection with the review of the offer document after such offer
document has been published, it will recommend in its statement on the
Offer under section 27 of the Takeover Act, that Deutsche Boerse AG's
shareholders accept the Offer and tender their Deutsche Boerse AG shares in
the Offer.

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.

Kontakt:
Dr. Frank Herkenhoff
Tel.: +49-69-21 11 15 00

15.02.2011 DGAP'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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Language: English
Company: Deutsche Börse AG
Neue Börsenstraße 1
60487 Frankfurt am Main
Deutschland
Phone: +49 (0)69 211 - 0
Fax: +49 (0)69 211 - 12005
E-mail: ir@deutsche-boerse.com
Internet: www.deutsche-boerse.com
ISIN: DE0005810055
WKN: 581005
Indices: DAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX

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