NYSE Euronext Shareholders Overwhelmingly Approve Combination with Deutsche Boerse

Other Regions

Preliminarily, over 96% of Votes Cast in Favor of the Proposed Merger

07/07/2011 — NEW YORK — (BUSINESS WIRE)

NYSE Euronext (NYSE: NYX) today announced that its shareholders have
approved the adoption of the business combination agreement with
Deutsche Boerse AG (XETRA: DB1) and related proposals. The proposals,
which required approval by a majority of the outstanding shares or in
some cases majority of shares voted of NYSE Euronext common stock, were
approved at a special shareholders meeting held today in New York. Based
on preliminary results, approximately 96.09% of the shares present at
the special meeting voted for the approval of the combination,
representing 65.68% of NYSE Euronext’s outstanding common shares.

“We are delighted that our shareholders support the value inherent in
this compelling combination with Deutsche Boerse and recognize the
substantial benefits the combined company will be positioned to
provide,” said Jan-Michiel Hessels, Chairman of the Board of NYSE
Euronext.

“This approval is an important milestone in our path to completing this
combination, bringing us one step closer to creating the premier global
venue for capital raising and a world leader in derivatives and risk
management. I would like to thank our shareholders for their careful
consideration and engagement on this historic proposal, and for their
strong validation of the long term value we believe we will create,”
said Duncan L. Niederauer, CEO of NYSE Euronext.

The combination of Deutsche Boerse/NYSE Euronext offers:

  • Compelling industrial logic based on a shared vision that is
    consistent with the long-term strategy of both companies;
  • A business that preserves competition and delivers clear benefits to
    clients and customers;
  • The potential for superior cash flow generation and a credit profile
    and balance sheet that will provide financial flexibility to invest,
    grow and innovate;
  • Synergies of EUR550 million ($798 million), including EUR400 million
    ($580 million) in full run-rate cost savings and EUR150 million ($218
    million) in revenue enhancements.

Completion of the combination is subject to a 75% acceptance level of
the exchange offer to Deutsche Boerse shareholders; approval by the
relevant competition and financial, securities and other regulatory
authorities in the U.S. and Europe; and customary closing conditions.
The acceptance period during which shareholders of Deutsche Boerse can
tender their shares in exchange for shares in the new combined company
will end next week, on July 13, 2011.

The independent Inspector of the Meeting, Mackenzie Partners, will
tabulate all proxies and ballots submitted at the Special Meeting. Final
results will be released after the votes have been tabulated and
certified, which is expected within approximately one week.

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.


CONTACT:

For NYSE Euronext
Media:
Robert
Rendine, +1-212-656-2180
Rich Adamonis, +1-212-656-2140
George
Sard/Paul Verbinnen, +1-212-687-8080
or
Investors:
Stephen
Davidson, +1-212-656-2183

KEYWORDS: United States Europe North America France Germany New York

INDUSTRY KEYWORDS: Professional Services Banking Finance

MEDIA:


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