Deutsche Börse AG

M&A Activity • Apr 10, 2011

News Details

Ad-hoc | 10 April 2011 20:04

Deutsche Börse AG: NYSE Euronext Board of Directors rejects NASDAQ/ICE proposal

Deutsche Börse AG / Key word(s): Merger

10.04.2011 20:04

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 Börse AG has been informed by NYSE Euronext that the NYSE Euronext
Board of Directors has unanimously decided to reject the unsolicited
proposal by NASDAQ OMX and IntercontinentalExchange.

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.

10.04.2011 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
Mergenthalerallee 61
65760 Eschborn
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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