Deutsche Börse AG

M&A Activity • Jun 7, 2011

News Details

Ad-hoc | 7 June 2011 18:03

Deutsche Börse AG: Deutsche Börse and SIX Group sign definitive agreement to make Deutsche Börse sole owner of Eurex

Deutsche Börse AG / Key word(s): Miscellaneous

07.06.2011 18:03

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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On 7 June 2011, Deutsche Börse AG, SIX Group AG and SIX Swiss Exchange AG
signed a definitive agreement for a transaction which would make Deutsche
Börse the sole owner of the currently jointly owned Eurex Group and SIX
Group a shareholder in the combined Deutsche Börse and NYSE Euronext
entity. The agreement is still subject to the formal approval of the
Supervisory Board of Deutsche Boerse AG and also, based on the Business
Combination Agreement, the Board of Directors of NYSE Euronext; both
approvals are scheduled for June 16, 2011. The Chairman of the Supervisory
Board of Deutsche Boerse AG and the Chairman of the Board of Directors of
NYSE Euronext, following discussions within their Boards, expressed their
support for the transaction. The timing of the transaction is generally
driven by the closing of the pending Deutsche Börse and NYSE Euronext
combination. Under the agreement Deutsche Börse would receive 100% of all
Eurex sales and profits instead of the 85% reflected in the consolidated
accounts of Deutsche Börse Group today after closing of the transaction
with economic effect as of 1 January 2012. In return, SIX Swiss Exchange AG
would receive a consideration of EUR295 million in cash and EUR295 million
in shares of the combined Deutsche Börse and NYSE Euronext entity. The
shares of the combined entity will be shares held by Deutsche Börse as the
result of the tender of Deutsche Börse treasury shares into shares of the
combined entity. The financial terms reflect an agreement relating to the
resolution of all rights and obligations of both parties under the current
contractual framework of Eurex and its existing 2014 termination
provisions.

As a result of the agreement with SIX Group AG and SIX Swiss Exchange AG,
Deutsche Börse expects an immediate net income accretion after closing of
the transaction, which is anticipated in 2012. On a pro forma basis for the
first quarter 2011 the transaction would have resulted in EUR26.1 million
incremental sales revenue, EUR17.4 million additional EBIT, and a EUR15.0
million higher net income. The net income number includes a preliminary
assumption of a EUR2.5 million potential quarterly amortization charge
which is still subject to an assessment of the purchase price allocation.
Closing of the transaction will occur after consummation of the Deutsche
Börse and NYSE Euronext transaction which is expected for year-end 2011.
However, the definitive agreement between SIX Group AG, SIX Swiss Exchange
AG and Deutsche Börse AG is not contingent on the consummation of the
Deutsche Börse and NYSE Euronext combination.

Under the terms of the agreement, Deutsche Börse AG will indirectly
purchase the 50 percent stake of SIX Swiss Exchange AG in Eurex Zurich AG.
At the same time, the contractual arrangements resulting in an entitlement
of 15% of economic benefits of Eurex to SIX Swiss Exchange AG will be
terminated. As a result Deutsche Börse will become the sole shareholder of
Eurex Zurich AG and thereby the sole shareholder of Eurex Group. Further,
Deutsche Börse will have exclusive rights to the Eurex brand and Eurex
software. The transaction also comprises the indirect participation of SIX
Group in International Securities Exchange Holdings, Inc., Direct Edge
Holdings, LLC and European Energy Exchange AG. Eurex will continue to run
the Swiss derivatives market through Eurex Zurich AG.

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.

07.06.2011 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
Deutschland
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

End of Announcement DGAP News-Service

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