425
Filed by The Amex Membership Corporation
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Companies:
NYSE Euronext (Commission File No. 001-33392)
The Amex Membership Corporation
The
Amex Membership Corporation
86 Trinity Place
New York, NY 10006
February 4, 2008
Federal
Express
Mr. Ralph DellaCamera, Jr.
Mr. Gary Glass
200 Park Avenue, Suite 3300
New York, NY 10166
Mr. Robert Sahn
10 Darby Lane
E. Hampton, NY 11937
Urbana Corporation
Attention: Mr. Thomas S. Caldwell
450 Park Avenue, Suite 1900
New York, NY 10022
Dear Sirs:
We have your letter of January 31, 2008 regarding the proposed acquisition of The Amex
Membership Corporation by NYSE Euronext. We share your view that our members should have the
opportunity to discuss the transaction with the Board, and as noted in our January 25 letter to
Seat Owners, we intend to hold one or more informational meetings for that purpose. However, for
both practical and legal reasons, before any such meeting takes place, members should first be
provided with complete and accurate relevant information about the transaction, Amex and NYSE
Euronext and sufficient time to review that information. As you know, this information will be
contained in the registration statement/proxy statement that is currently being prepared.
Until the registration statement, which will include a preliminary proxy statement, becomes
available, we will not be able to address comprehensively the matters
discussed in your letter. However, we do wish to note (as previously disclosed in a prior
Amex press release) that Morgan Stanley was retained more than a year ago to advise the Board on
potential changes to Amexs corporate structure and other transactions. The unanimous decision of
the Amex Membership Corporation Board to approve and recommend the NYSE Euronext transaction to our
members was the result of a lengthy deliberative process in which many alternatives were
considered. The Amex Membership Corporation Board continues to believe that the NYSE Euronext
transaction is in the best interests of our members and is excited by the prospect of Amex becoming
part of the worlds leading multi-asset global exchange through this compelling and strategic
business combination.
Of course, the membership will be notified when an informational meeting has been scheduled,
and we look forward to a full exchange of views at that time.
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Very truly yours,
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/s/ Matthew Frank
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Matthew Frank |
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for the Board of Directors of the Amex
Membership Corporation |
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cc: AMC
Board of Directors
Amex LLC
Board of Governors
IMPORTANT INFORMATION WITH RESPECT TO THE MERGER
In connection with the proposed acquisition by NYSE Euronext of The Amex Membership Corporation
(Amex), NYSE Euronext intends to file with the U.S. Securities and Exchange Commission (SEC) a
registration statement on Form S-4, containing a preliminary proxy statement/prospectus regarding
the proposed transaction. The parties will file other relevant documents concerning the proposed
transaction with the SEC. Such documents, however, are not currently available. AMEX MEMBERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Amex members can obtain a free
copy of the final proxy statement/prospectus, as well as other filings containing information about
NYSE Euronext and Amex without charge, at the SECs website (http://www.sec.gov). Copies of the
final proxy statement/ prospectus can also be obtained, without charge, once they are filed with
the SEC, by directing a request to the Office of the Corporate Secretary, NYSE Euronext, 11 Wall
Street, New York 10005, 212-656-2061 or to Amex, Attention: Office of Corporate Secretary, 86
Trinity Place, NY NY 10006, 212-306-1408.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
This letter may contain forward-looking statements, including forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements
include, but are not limited to, statements concerning NYSE Euronexts and Amexs plans,
objectives, expectations and intentions and other statements that are not historical or current
facts. Forward-looking statements are based on NYSE Euronexts and Amexs current expectations and
involve risks and uncertainties that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. Factors that could cause NYSE Euronexts
and Amexs results to differ materially from current expectations include, but are not limited to:
NYSE Euronexts and Amexs ability to implement their respective strategic initiatives, economic,
political and market conditions and fluctuations, government and industry regulation, interest rate
risk and U.S. and global competition, and, in the case of NYSE Euronext, other factors detailed in
NYSE Euronexts reference document for 2006 (document de référence) filed with the French
Autorité des Marchés Financiers (Registered on June 6, 2007 under No. R.07-0089), 2006 Annual
Report on Form 10-K, as amended, and other periodic reports filed with the U.S. Securities and
Exchange Commission or the French Autorité des Marchés Financiers. In addition, these statements
are based on a number of assumptions that are subject to change. Accordingly, actual results may be
materially higher or lower than those projected. The inclusion of such projections herein should
not be regarded as a representation by NYSE Euronext or Amex that the projections will prove to be
correct. This letter speaks only as of this date. NYSE Euronext and Amex disclaims any duty to
update the information herein.