Deutsche Börse AG

M&A Activity • Jul 14, 2011

News Details

Ad-hoc | 14 July 2011 16:48

Deutsche Börse AG: Preliminary acceptance rate of the exchange offer made by Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse AG exceeds the minimum acceptance threshold

Deutsche Börse AG / Key word(s): Mergers & Acquisitions

14.07.2011 16:48

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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Preliminary acceptance rate of the exchange offer made by Alpha Beta
Netherlands Holding N.V. to the shareholders of Deutsche Börse AG exceeds
the minimum acceptance threshold

FRANKFURT, 14 July 2011. Based on the declarations of acceptance booked
and/or submitted so far by custodian banks for the offer from Alpha Beta
Netherlands Holding N.V. to shareholders of Deutsche Börse AG in connection
with the planned combination of Deutsche Börse with NYSE Euronext, the
minimum acceptance threshold of 75 percent has been exceeded (completion
condition pursuant to section 14.1 (a) of the offer document published on 4
May 2011). The preliminary acceptance rate currently stands at above 80
percent.

The preliminary acceptance rate can either rise further or fall depending
on instructions that were submitted on time but have not yet been recorded
(which may also include exercised withdrawal rights).

The final number of Deutsche Börse shares tendered under the offer during
the acceptance period will be published pursuant to section 23 para. 1
sentence 1 no. 2 of the German Securities Acquisition and Takeover Act
(WpÜG) as soon as confirmation of the final outcome has been obtained.

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Information and Explaination of the Issuer to this News:

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, 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, as amended, 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, 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 (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.

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

14.07.2011 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
-
60485 Frankfurt am Main
Germany
Phone: +49 (0)69 211 - 0
Fax:
E-mail: ir@deutsche-boerse.com
Internet: www.deutsche-boerse.com
ISIN: DE0005810055
WKN: 581005
Indices: DAX, EuroStoxx 50
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX

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