Deutsche Börse AG

M&A Activity • Feb 9, 2011

News Details

Ad-hoc | 9 February 2011 18:21

Deutsche Börse AG: Deutsche Börse AG and NYSE Euronext Confirm Advanced Merger Discussions

Deutsche Börse AG / Key word(s): Merger

09.02.2011 18:21

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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In light of recent market rumors, Deutsche Börse and NYSE Euronext today
confirmed that they are engaged in advanced discussions regarding a
potential business combination. They cautioned that no agreement has been
reached. They also noted that there cannot be any assurance that an
agreement will be reached or, if an agreement is reached, that a
transaction will be completed. Any transaction would be subject to
regulatory and shareholder approvals, as well as other customary
conditions.

It is expected that Deutsche Börse and NYSE Euronext would combine their
businesses in all-stock transaction under a new legal entity incorporated
in the Netherlands. If fully consummated, Deutsche Börse shareholders would
hold approximately 59 to 60%, and NYSE Euronext shareholders would hold
approximately 40 to 41%, of the combined company's equity.

The combined group would have dual headquarters in New York and Frankfurt.
The Chairman would be Reto Francioni, based in Frankfurt, and the CEO would
be Duncan Niederauer, based in New York. The new company would have an
Executive Committee drawn equally from the current leadership of both
companies.

NYSE Euronext and Deutsche Börse AG expect to be able to realize
approximately EUR300 million in cost synergies, principally from economies
of scale in information technology, clearing operations, market operations
and corporate center functions. In addition Deutsche Börse AG and NYSE
Euronext expect to generate substantial incremental revenues from clearing
services, product innovation and cross-selling opportunities between the
global cash and derivatives businesses.

Deutsche Börse AG and NYSE Euronext believe that a combination could
deliver value to clients, shareholders and other stakeholders in many ways,
including:

* Trading clients would benefit from significant savings available through
common IT infrastructure, simplified clearing processes, capital
efficiencies and the formation of a more liquid, pan-European, pan-Euro
regulated market.

* Deutsche Börse AG and NYSE Euronext shareholders would benefit from a
more attractive revenue mix, accelerated earnings growth and from
substantial cost savings.

* The global capital markets would benefit from the creation of the most
efficient, transparent and well-regulated markets for issuers and clients
around the world. In particular, the combined company would create an
important counterweight to the proliferation of alternative trading venues
that operate with less transparency and far fewer regulatory requirements
than either NYSE Euronext or Deutsche Börse AG.

Subject to applicable laws and regulations, the parties plan to make no
further statement about these discussions until they are terminated, or
until a definitive agreement is reached.

Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Deutsche Börse AG Shares. Moreover, the announcement is
neither an offer to sell nor a solicitation of an offer to purchase any
shares in the newly formed holding company that may be formed in connection
with the transaction under discussion. The final terms and further
provisions regarding the public offer, if any, will be disclosed in the
offer document after the publication has been approved by the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) and filed with the United States Securities
and Exchange Commission ('SEC'). The final terms of the public offer may
differ from the basic information described herein. Investors and holders
of NYSE Euronext Shares and Deutsche Börse AG Shares are strongly
recommended to read any such offer document and all documents in connection
with the public offer as and if 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.
Securi-ties 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 ascer-tained, 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.
This announcement includes forward-looking statements about NYSE Euronext,
Deutsche Börse AG and other persons. 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 fu-ture. We
caution you that forward-looking statements are not guarantees of future
performance and actual results of operations, financial condition and
liquidity, and the development of the indus-try 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 announcement.
Any for-ward-looking statements speak only as at the date of this
announcement. Except as required by applicable law, neither NYSE Euronext
or Deutsche Börse AG undertakes any obligation to up-date or revise
publicly any forward-looking statement, whether as a result of new
information, fu-ture events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination transaction, NYSE
Euronext and Deutsche Börse AG expect that a newly formed holding company
will file a Registration Statement with the SEC that will include a proxy
statement of NYSE Euronext that will also constitute a prospectus for the
newly formed holding company. NYSE Euronext will mail the proxy
statement/prospectus to its stockholders and the prospectus will be mailed
to Deutsche Börse AG shareholders.
Investors and security holders are urged to read the proxy
statement/prospectus (if and when available) regarding the proposed
business combination transaction if and when it becomes avail-able because
it will contain important information.
You may obtain a free copy of the proxy statement/prospectus (if and when
available) and other related documents filed by NYSE Euronext and the newly
formed holding company with the SEC at the SEC's Web site at www.sec.gov.
The proxy statement/prospectus (if and when it becomes available) and the
other documents 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.
NYSE Euronext, Deutsche Börse AG, the newly formed holding company and
their respective di-rectors 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 re-spect of the
proposed business combination transaction. Additional information regarding
the in-terests of such potential participants will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC
when they become available.

09.02.2011 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

End of Announcement DGAP News-Service

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