Ad-hoc | 7 June 2011 17:53
Deutsche Börse AG / Key word(s): Dividend
07.06.2011 17:53
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Deutsche Boerse AG (XETRA:DB1) and NYSE Euronext (NYSE:NYX) today announced
that they have recommended to the Board of Directors of the holding company
of the merged group, Alpha Beta Netherlands Holding N.V. ('Holdco'), to pay
a one-time special dividend of EUR2.00 per Holdco share from Holdco's
capital reserves shortly after closing of the combination of Deutsche
Boerse and NYSE Euronext. The cash distribution is subject to certain
approvals and conditions being met, including the approval of the
Supervisory Board of Deutsche Boerse AG and the Board of Directors of NYSE
Euronext, which are both scheduled for June 16, 2011, as well as the Board
of Directors of Holdco post-closing of the combination of Deutsche Boerse
and NYSE Euronext. The Chairman of the Supervisory Board of Deutsche Boerse
AG and the Chairman of the Board of Directors of NYSE Euronext expressed
their support of the measure based on the management's financial
projections and following discussions within their Boards.
Based on the share exchange ratios agreed under the business combination
agreement, the intended distribution translates into a special dividend of
EUR2.00 for every Deutsche Boerse share which is tendered in the current
exchange offer (exchange ratio 1:1) and into a special dividend of EUR0.94
/ US$ 1.37 per NYSE Euronext share (exchange ratio 0.47:1 and assuming an
exchange rate of $1.4576 per euro). The total dividend amount paid out by
Holdco is expected to amount to approximately EUR620 million / US$904
million, assuming 100 percent acceptance by Deutsche Boerse shareholders in
the current exchange offer.
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.
07.06.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Deutsche Börse AG
-
60485 Frankfurt am Main
Deutschland
Phone: +49 (0)69 211 - 0
Fax:
E-mail: ir@deutsche-boerse.com
Internet: www.deutsche-boerse.com
ISIN: DE0005810055
WKN: 581005
Indices: DAX, EuroStoxx 50
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX
End of Announcement DGAP News-Service
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