Deutsche Börse AG

M&A Activity • Jun 19, 2006

News Details

Ad-hoc | 19 June 2006 18:06

Deutsche Börse AG:Deutsche Börse presents revised proposal for combination with Euronext

Ad hoc announcement transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. —————————————————————————— Deutsche Börse resolved today a modified proposal for a combination with Euronext. The modifications, which are the result of an intensive consultation process with many stakeholders of both groups, including in particular shareholders, issuers, market participants and employees, relate to the governance of the new company, location for group management functions, trading platforms and IT organization. The key terms of the modified proposal are the following: 1. The regulatory framework for the new group would be based on the federal college of regulators concept successfully developed by Euronext. 2. The Supervisory Board and the Management Board would be composed with an equal number of representatives from Euronext and Deutsche Börse. As a result, the corporate governance would ensure effectiveness but also fairness and balanced geographic representation. In case of a combination of the two companies, Deutsche Börse would fill the position of CEO and Euronext would fill the position of Chairman of the Supervisory Board. 3. The combined group would be a federal organization, operating regulated markets in financial centers with local staff, according to local regulations and in proximity to respective national customers. This applies to the Brussels, Amsterdam, Frankfurt, Lisbon, Paris cash equity markets, to the derivatives markets operated by Eurex and Liffe as well as to markets operated by further partners to join the combined group. 4. Divisional management and group management functions would be allocated among the main financial centres of the group as follows: – Divisional leadership for Information Services in Amsterdam, for Cash Equities in Paris, for Derivatives in Frankfurt and London, for IT in Frankfurt and Paris and for Clearstream in Luxembourg – Leadership for group functions would be split between Amsterdam, Frankfurt and Paris 5. Subject to user consultation, the group would plan to streamline the trading infrastructure by adopting NSC as the combined cash equity trading platform and Eurex as the combined derivatives trading platform. 6. The IT of the combined group would operate as a service provider to the business divisions with hubs in Frankfurt and Paris. The IT divisions of both groups would be integrated into a joint venture with Atos, subject to an agreement with Atos. Deutsche Boerse believes its proposal for a combination with Euronext does not entail significant execution risk. Deutsche Börse has initiated the pre-notification process to obtain antitrust clearance from the European Commission. Deutsche Boerse is prepared to make far-reaching proposals with regards to cash equities clearing in order to satisfy antitrust concerns and discussions with the Commission have been held in a constructive atmosphere. As far as Clearstream is concerned no antitrust issues are anticipated, since Clearstream operates predominantly as a fixed income platform and its business is not expected to be affected at all by the combination of Deutsche Börse and Euronext. With regard to regulation of the local stock exchanges, Deutsche Börse does not anticipate any significant regulatory hurdle: after Deutsche Boerse’s regulators join the Euronext college of regulators, there would be no particular need to ring-fence any stock exchange from any other regulatory interference or to limit the sharing of IT capabilities (databases, software development and maintenance, hardware) across the group. Contact: Walter Allwicher/Alexandra Güntzer Tel.: +49-69-21 11 15 00 (c)DGAP 19.06.2006 ————————————————————————— Language: English Issuer: Deutsche Börse AG Neue Börsenstraße 1 60487 Frankfurt am Main Deutschland Phone: +49 (0)69 211 – 0 Fax: +49 (0)69 211 – 1 20 0 email: info@deutsche-boerse.com WWW: www.deutsche-boerse.com ISIN: DE0005810055 WKN: 581005 indices: DAX Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-Bremen, Hannover, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service ————————————————————————–