Deutsche B�rse agreed with SIX Group AG to take over the
Eurex joint venture and acquire the remaining participation in
Eurex Zürich AG
On June 7, 2011, Deutsche B�rse signed a share purchase
agreement (which is referred to herein as the “share purchase
agreement”) with SIX Group AG and SIX Swiss Exchange AG, a wholly
owned subsidiary of SIX Group AG, to purchase from SIX Group AG the
remaining 50% shareholding in Eurex Zürich AG as well as the Swiss
derivatives business relating to Eurex Zurich AG with economic
effect as of January 1, 2012. Upon closing of the transaction and
with economic effect as of January 1, 2012, Deutsche B�rse will
receive 100% of Eurex’s economic interest instead of the 85% it is
currently entitled to. The purchase price will be €590 million, 50%
of which will consist of shares of Holdco that Deutsche B�rse will
receive for the tender of Deutsche B�rse treasury shares in the
exchange offer and 50% of which will consist of cash. If the
conditions to completing the combination of Deutsche B�rse and NYSE
Euronext have not been satisfied by March 31, 2012, Deutsche B�rse
will pay to SIX Group AG 50% of the purchase price by delivery of
Deutsche B�rse treasury shares and 50% of the purchase price in
cash. For purposes of the purchase price, the Holdco shares (and
the Deutsche B�rse shares, as the case may be) have been valued at
the one-month volume weighted average price of a Deutsche B�rse
share prior to the execution of the share purchase agreement.
The acquisition of the Eurex business by Deutsche B�rse is
structured as a spin-off by SIX Swiss Exchange AG of the Swiss
derivatives business regarding Eurex Zürich AG to a newly formed
Swiss company (which is referred to herein as “Swiss NewCo”). The
spin-off will include the shares in Eurex Zürich AG held by SIX
Swiss Exchange AG, the rights to the Eurex system and the brand
“Eurex” and other assets and contracts required for the current
operation of the Swiss derivatives business and relating to Eurex
Zürich AG. Assets and agreements held by SIX Swiss Exchange AG
regarding the CHF Repo Market and the OTC Spot Market will not form
a part of the spin-off. However, Eurex Zürich AG will continue to
operate the CHF Repo Market and the OTC Spot Market following
closing (with economic effect as from January 1, 2012 for its own
account) based on continued business management agreements
(Geschäftsbesorgungsverträge) and license agreements. Following the
spin-off, all shares in Swiss NewCo will be acquired by Deutsche
B�rse. Through the acquisition of these shares in Swiss NewCo,
Deutsche B�rse will become sole indirect shareholder of Eurex
Zürich AG and will carry on the business activities of Eurex in
Germany and Switzerland.
Following the closing of the Eurex transaction, the
shareholders’ agreement dated August 31, 1998 between Deutsche
B�rse and SIX Swiss Exchange AG, the Investment Protection
Agreements relating to International Securities Exchange (ISE) and
European Energy Exchange (EEX), the operating agreement
(Betriebsführungsvertrag) between SIX Swiss Exchange and Eurex
Zürich AG and the letters of comfort issued by SIX Swiss Exchange
AG in favor of Eurex Clearing AG, as well as a number of other
agreements that have been entered into by the parties in relation
to the Eurex joint venture, will be terminated or transferred to
Swiss NewCo.
SIX Group AG and SIX Swiss Exchange AG have agreed in the share
purchase agreement that neither they nor their affiliated companies
will engage directly or indirectly in competition with Eurex
regarding the derivatives business, as it is presently operated by
Eurex, for a term of two years after the closing of the Eurex
transaction. In turn, Deutsche B�rse has agreed to continue the
business of Eurex Zürich AG, largely as it currently stands
(including the CHF Repo Market and the OTC Spot Market) and with a
competitive operating platform, for at least three years from
closing of the Eurex transaction.
Other areas of cooperation between Deutsche B�rse and SIX Group,
such as STOXX and Scoach, will not be affected by the share
purchase agreement. However, the parties agreed to commence
non-binding discussions for the purpose of evaluating other
co-operations after the closing.
The closing of the Eurex transaction is subject to, among other
approvals, antitrust approvals, other regulatory approvals, if
required, and either the completion of the combination of Deutsche
B�rse and NYSE Euronext or the occurrence of March 31, 2012. If, at
March 31, 2012, the settlement of Holdco’s exchange offer for
Deutsche B�rse shares (i.e. , the delivery of HoldCo shares for
tendered Deutsche B�rse shares) has not been completed, but all
conditions to completing the combination between Deutsche B�rse and
NYSE Euronext have been satisfied, then Deutsche B�rse’s obligation
to pay the share portion of the consideration in Holdco shares will
be extended until April 15, 2012. After such time, assuming
completion of all other conditions under the share purchase
agreement, the share portion of the transaction consideration will
be made in Deutsche B�rse shares. If the closing conditions to the
share purchase agreement are not satisfied by June 30, 2012, either
party may withdraw from the share purchase agreement.
Amsterdam, 16 June 2011
Alpha Beta Netherlands Holding N.V.
Disclaimer
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 B�rse 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 forwardlooking 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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