In light of recent market rumors, Deutsche Börse and NYSE Euronext today confirmed that they are engaged in advanced discussions regarding a potential business combination. They cautioned that no agreement has been reached. They also noted that there cannot be any assurance that an …
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agreement will be reached or, if an agreement is reached, that a transaction will be completed. Any transaction would be subject to regulatory and shareholder approvals, as well as other customary conditions.
This transaction creates a group that is both a world leader in derivatives and risk management and the premier global venue for capital raising. As a true pacesetter across the spectrum of capital markets services, the combined group will offer clients global scale, product innovation, operational and capital efficiencies, and an enhanced range of technology and market information solutions. The combined group, which would be the world’s largest exchange operator by revenues and profit and would continue to operate all exchanges under local regulatory frameworks and supervision, and would work closely with regulators to facilitate transparency and standardization of global markets.
It is expected that Deutsche Börse and NYSE Euronext would combine their businesses in all-stock transaction under a new legal entity incorporated in the Netherlands. If fully consummated, Deutsche Börse shareholders would hold approximately 59 to 60%, and NYSE Euronext shareholders would hold approximately 40 to 41%, of the combined company’s equity.
The combined group would have dual headquarters in New York and Frankfurt. The Chairman would be Reto Francioni, based in Frankfurt, and the CEO would be Duncan Niederauer, based in New York. The new company would have an Executive Committee drawn equally from the current leadership of both companies.
NYSE Euronext and Deutsche Börse AG expect to be able to realize approximately €300 million in cost synergies, principally from economies of scale in information technology, clearing operations, market operations and corporate center functions. In addition Deutsche Börse AG and NYSE Euronext expect to generate substantial incremental revenues from clearing services, product innovation and cross-selling opportunities between the global cash and derivatives businesses.
Deutsche Börse AG and NYSE Euronext believe that a combination could deliver value to clients, shareholders and other stakeholders in many ways, including:
– Trading clients would benefit from significant savings available through common IT infrastructure, simplified clearing processes, capital efficiencies and the formation of a more liquid, pan-European, pan-Euro regulated market.
– Deutsche Börse AG and NYSE Euronext shareholders would benefit from a more attractive revenue mix, accelerated earnings growth and from substantial cost savings.
– The global capital markets would benefit from the creation of the most efficient, transparent and well-regulated markets for issuers and clients around the world. In particular, the combined company would create an important counterweight to the proliferation of alternative trading venues that operate with less transparency and far fewer regulatory requirements than either NYSE Euronext or Deutsche Börse AG.
Subject to applicable laws and regulations, the parties plan to make no further statement about these discussions until they are terminated, or until a definitive agreement is reached.
Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Deutsche Börse AG Shares. Moreover, the announcement is neither an offer to sell nor a solicitation of an offer to purchase any shares in the newly formed holding company that may be formed in connection with the transaction under discussion. The final terms and further provisions regarding the public offer, if any, will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and filed with the United States Securities and Exchange Commission (“SEC”). The final terms of the public offer may differ from the basic information described herein. Investors and holders of NYSE Euronext Shares and Deutsche Börse AG Shares are strongly recommended to read any such offer document and all documents in connection with the public offer as and if they are published, since they will contain important information. 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.
Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, 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 any such jurisdiction.
This announcement includes forward-looking statements about NYSE Euronext, Deutsche Börse AG and other persons. 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. We caution you that forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industry in which NYSE Euronext and Deutsche Börse AG operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, neither NYSE Euronext or Deutsche Börse AG undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination transaction, NYSE Euronext and Deutsche Börse AG expect that a newly formed holding company will file a Registration Statement with the SEC that will include a proxy statement of NYSE Euronext that will also constitute a prospectus for the newly formed holding company. NYSE Euronext will mail the proxy statement/prospectus to its stockholders and the prospectus will be mailed to Deutsche Börse AG shareholders.
Investors and security holders are urged to read the proxy statement/prospectus (if and when available) regarding the proposed business combination transaction if and when it becomes available because it will contain important information.
You may obtain a free copy of the proxy statement/prospectus (if and when available) and other related documents filed by NYSE Euronext and the newly formed holding company with the SEC at the SEC’s Web site at www.sec.gov. The proxy statement/prospectus (if and when it becomes available) and the other documents may also be obtained for free by accessing NYSE Euronext’s Web site at www.nyse.com and Deutsche Börse AG’s Web site at www.deutsche-boerse.com.
NYSE Euronext, Deutsche Börse AG, the newly formed holding company 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 proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Quelle: ETFWorld – Deutsche Börse
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