In respect of the description of the shareholder litigation
contained in the Offer Document as well as the description of the
treatment of Deutsche B�rse shares as components of the DAX and the
STOXX indices contained in the Offer Document the following is
published:
Settlement of Shareholder Litigation
Following the announcement of the business combination agreement
between NYSE Euronext (“NYSE Euronext”), Deutsche B�rse AG
(“Deutsche B�rse”), Alpha Beta Netherlands Holding N.V., a public
limited liability company incorporated under the laws of the
Netherlands (“Holdco”), and Pomme Merger Corporation, a Delaware
corporation and wholly owned subsidiary of Holdco (“Merger Sub”)
pursuant to which NYSE Euronext and Deutsche B�rse AG agreed to
combine their respective businesses and become subsidiaries of
Holdco (the “combination”) on February 15, 2011, several complaints
were filed in the Delaware Court of Chancery (the “Delaware
Court”); the Supreme Court of the State of New York, County of New
York (the “New York Court”); and the U.S. District Court for the
Southern District of New York (the “SDNY”), each challenging the
proposed combination. The Delaware cases were subsequently
consolidated under the caption In re NYSE Euronext Shareholders
Litigation, Consol. C.A. No. 6220-VCS (the “Delaware action”). The
New York Court cases were coordinated, and a Master File was
created, under the caption In re NYSE Euronext Shareholders
Litigation, Index No. 773000/11 (the “New York action” and together
with the Delaware action, the “actions”). The actions were brought
as putative class actions on behalf of shareholders of NYSE
Euronext and variously name as defendants NYSE Euronext, its
directors at the time of the announcement of the combination
(together with NYSE Euronext, the “NYSE Euronext defendants”),
Deutsche B�rse, Merger Sub and Holdco, and allege that the
individual defendants breached their fiduciary duties in connection
with their consideration and approval of the combination and that
the entity defendants aided and abetted those breaches. On May 26,
2011, plaintiffs in the actions filed a motion in the Delaware
Court seeking a preliminary injunction enjoining the scheduled July
7, 2011 NYSE Euronext shareholder vote on the combination.
On June 16, 2011, the plaintiffs in the actions, the NYSE
Euronext defendants, Deutsche B�rse and Holdco entered into a
memorandum of understanding (“MOU”) setting forth their agreement
in principal regarding a proposed settlement of all claims asserted
in the actions. As part of the settlement, the NYSE Euronext
defendants acknowledged that the pendency and prosecution of the
actions were a factor in the NYSE Euronext board of directors’
decision to support management’s recommendation that Holdco declare
a special dividend and consequently provide appraisal rights.
Additionally, in the MOU, Holdco acknowledged its intent to
recommend to the Holdco board of directors that following the
completion of the combination Holdco act upon the recommendations
of the boards of directors of NYSE Euronext and Deutsche B�rse that
Holdco issue the special dividend subject to the approval of the
Holdco board of directors, consistent with its fiduciary duties. As
part of the settlement, the parties agreed to seek to remove or
withdraw any pending requests for interim relief, specifically
including plaintiffs’ motion for a preliminary injunction in the
Delaware action.
The settlement is contingent upon, among other items, the
execution of a formal stipulation of settlement, Delaware Court
approval following notice to the class, final dismissal of the
actions with prejudice, and the completion of the combination. If
Holdco were to fail to pay the special dividend, for any reason,
the parties would have the option to terminate the settlement. If
the settlement is consummated, it would release all claims that the
plaintiffs and all members of the class may have arising out of or
relating in any manner to the combination, as described in the MOU,
including the federal action pending in SDNY.
Decision made on treatment of Deutsche B�rse shares as
components of DAX and STOXX indices in context of planned merger
with NYSE Euronext
The Working Committee for Equity Indices decided to replace the
Deutsche B�rse share (ISIN DE0005810055) with the tendered
Deutsche B�rse share (ISIN DE000A1KRND6) with two trading days
notice, provided an acceptance threshold of at least 50 percent is
reached by the end of the initial acceptance period (i.e., on 13
July 2011) or at any time during the additional acceptance period.
Once the 50% threshold is achieved the then larger share class is
included in the DAX in accordance with the index rulebook. If the
tendered Deutsche B�rse share is still an index member after
closing or discontinuation of the transaction, the tendered
Deutsche B�rse share will be replaced by the Alpha Beta Netherlands
Holdings N.V. share (ISIN NL0009766997) or the Deutsche B�rse
share (ISIN DE0005810055), respectively, provided that, in the
case of the closing of the transaction, the Alpha Beta Netherlands
Holdings N.V. share fulfils the criteria for inclusion in the DAX.
Deutsche B�rse stated that it will follow the independent decision
of the Working Committee for Equity Indices and will implement the
adjustments as decided.
The Deutsche B�rse share (ISIN DE0005810055) will be
replaced in STOXX indices by the tendered Deutsche B�rse share
(ISIN DE000A1KRND6) with two trading days notice, provided an
acceptance threshold of at least 75 percent is reached by 13 July
2011 or at any time during the additional acceptance period. The
new free float market capitalisation will reflect the reached
acceptance level. If the tendered Deutsche B�rse share is still an
index member, after closing or discontinuation of the transaction,
the tendered Deutsche B�rse share will be replaced by the Alpha
Beta Netherlands Holdings N.V. share (ISIN NL0009766997) or
the Deutsche B�rse share (ISIN DE0005810055), respectively,
provided that, in the case of the closing of the transaction, the
Alpha Beta Netherlands Holdings N.V. share fulfils the criteria for
inclusion in the STOXX indices.
With an increasing number of Deutsche B�rse shares being
tendered until 13 July 2011, there is a strong probability that the
liquidity of the untendered Deutsche B�rse shares
(ISIN DE0005810055) will be significantly lower than the
liquidity of the tendered Deutsche B�rse shares
(ISIN DE000A1KRND6).
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, 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. 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, 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.
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.
Amsterdam, June 28, 2011
Alpha Beta Netherlands Holding N.V.
Deutsche Boerse (TG:DB1)
Historical Stock Chart
From Dec 2024 to Jan 2025
Deutsche Boerse (TG:DB1)
Historical Stock Chart
From Jan 2024 to Jan 2025
