Filed by Alpha Beta Netherlands Holding N.V.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Companies:
NYSE Euronext
(Commission File No. 001-33392)
Deutsche Börse
August 4, 2011
Alpha Beta Netherlands Holding N.V.
Amsterdam
Publication pursuant to Section 23 para. 1 sentence 1 no. 3 and no. 4 of
the German Securities Acquisition and Takeover Act (WpÜG)
This announcement and the information contained herein are restricted and not for release, publication or distribution, in whole or in part, in Japan.
On May 4, 2011, Alpha Beta Netherlands Holding N.V. (“Bidder”) published the offer document (the “Offer Document”) regarding its voluntary public takeover offer (“Exchange Offer”) to the shareholders of Deutsche Börse Aktiengesellschaft (“Deutsche Börse”) to acquire their shares in Deutsche Börse (ISIN DE0005810055) (“Deutsche Börse Shares”) against a consideration of one share in the Bidder (ISIN NL0009766997) for one Deutsche Börse Share. The acceptance period for the Exchange Offer expired on midnight, at the end of July 13, 2011 (Central European Daylight Savings Time). The additional acceptance period, pursuant to section 16 para. 2 sentence 1 WpÜG, began on July 19, 2011 and ended at midnight, at the end of August 1, 2011 (Central European Daylight Savings Time). The share capital of Deutsche Börse currently amounts to EUR 195,000,000 and is divided into 195,000,000 registered shares with no-par value.
Until the end of the additional acceptance period, as of August 1, 2011, 24.00 hrs (Central European Daylight Savings Time) (“Record Date”), the Exchange Offer has been accepted for an aggregate number of 186,060,779 Deutsche Börse Shares, representing approximately 95.4158% of the share capital and the voting rights in Deutsche Börse.
On the Record Date, the Bidder held no Deutsche Börse Shares. Deutsche Börse, a person acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG, held on the Record Date 8,956,997 Deutsche Börse Shares (8,956,997 of which it already held at the time of publication of the Offer Document), representing approximately 4.59% of the share capital of and the voting rights in Deutsche Börse. Deutsche Börse is not entitled to any voting rights with respect to such treasury shares pursuant to Section 71b of the German Stock Corporation Act (Aktiengesetz, AktG). Deutsche Börse accepted the Exchange Offer with respect to all of these treasury shares on May 17, 2011; accordingly, these treasury shares form part of the aggregate number of the Deutsche Börse Shares for which the Exchange Offer has been accepted as of the Record Date.
Apart from the foregoing, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG, nor any of their subsidiaries, held any
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Deutsche Börse Shares as of the Record Date, nor were any voting rights attached to Deutsche Börse Shares attributed to any of them pursuant to Section 30 WpÜG.
The total number of the Bidder’s shares and voting rights attached to the Deutsche Börse Shares in relation to which the Exchange Offer has been accepted until the Record Date amounts to 186,060,779 shares respectively voting rights. This equals approximately 95.4158% of the shares of and voting rights in Deutsche Börse.
Therefore, upon consummation of the Exchange Offer, the Bidder will reach the necessary participation percentage to effect a squeeze out of the remaining shareholders of Deutsche Börse pursuant to Section 39a para. 1 and para. 2 WpÜG and is now entitled pursuant to Section 39 para. 1, para. 4 sentence 1 and 2 WpÜG to file a respective application with the competent court. Pursuant to Section 39c WpÜG, shareholders of Deutsche Börse who have not yet accepted the Exchange Offer for their Deutsche Börse Shares may still accept the Exchange Offer during the three months period following this publication, i.e. until November 4, 2011 (midnight, Central European Time).
Amsterdam, August 4, 2011
Alpha Beta Netherlands Holding N.V.
Important notice:
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, filed, and the SEC 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 also constitutes a prospectus for Holding, which was used in connection with NYSE Euronext special meeting of stockholders held on July 7, 2011 and (2) an offering prospectus 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 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, as amended, and published additional accompanying information in connection with the exchange offer are available at Holding’s website at www.global-exchange-operator.com.
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.
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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.
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.
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