Deutsche Börse AG / Key word(s): Mergers & Acquisitions
03.08.2011 11:27
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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Frankfurt Main, August 3, 2011. On the basis of declarations of acceptance
booked and/or submitted so far by custodian banks regarding the exchange
offer of Alpha Beta Netherlands Holding N.V. to the shareholders of
Deutsche Börse AG, which relates to the planned combination of Deutsche
Börse AG and NYSE Euronext, the preliminary acceptance rate increased to
over 95% within the additional offer acceptance period. The preliminary
acceptance rate can rise depending on instructions that were submitted on
time but have not yet been recorded or decline due to the cancelation of
false entries (reversal).
An equity participation in the amount of over 95% enables a shareholder of
a stock corporation to conduct a mandatory buy-out of the minority
shareholders pursuant to the provisions of the German Stock Exchange Act
(Aktiengesetz) or the German Takeover Act (Wertpapiererwerbs- und
Ãbernahmegesetz) (so called squeeze-out). The initiation of a mandatory
buy-out procedure is subject to the decision by Alpha Beta Netherlands
Holding N.V. Presently, no decision has been taken as to whether and when,
if at all, Alpha Beta Netherlands Holding N.V. will make use of its legal
authority to conduct such a mandatory buy-out.
If also the final acceptance rate exceeds 95%, shareholders of Deutsche
Börse AG, who have not yet accepted the exchange offer made by Alpha Beta
Netherlands Holding N.V., still may elect to do so at unchanged conditions
and exchange their shares for shares in Alpha Beta Netherlands Holding N.V.
even after expiry of the additional offer acceptance period on 1 August
2011. Pursuant to Section 39c German Takeover Act such election has to be
made within a period of three months after the expiry of the additional
offer acceptance period of the exchange offer and the compliance with the
disclosure requirements pursuant to Section 23 para. 1 sentence 1 no. 4 and
sentence 2 German Takeover Act, i.e. until November 4, 2011 (midnight,
Central European Time).
The disclosure pursuant to Section 23 para. 1, sentence 1 no. 3 German
Takeover Act with respect to the final number of Deutsche Börse shares, for
which the exchange offer has been accepted within the offer acceptance
period and the additional offer acceptance period, as well as pursuant to
Section 23 para. 1, sentence 1 no. 4 German Takeover Act with respect to
the reaching of the necessary participation to effect a squeeze out
pursuant to Section 39a para. 1 and para. 2 German Takeover Act will be
made as soon as the confirmed final results of the exchange offer are
available.
Important notice:
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, filed, and the SEC 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 also constitutes a prospectus for Holding,
which was used in connection with NYSE Euronext special meeting of
stockholders held on July 7, 2011 and (2) an offering prospectus 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
Ãbernahmegesetz), 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.
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.
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.
03.08.2011 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
Germany
Phone: +49 (0)69 211 - 0
Fax:
E-mail: ir@deutsche-boerse.com
Internet: www.deutsche-boerse.com
ISIN: DE0005810055, DE000A1KRND6
WKN: 581005, A1KRND
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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DGAP-Adhoc: Deutsche Börse AG: Preliminary acceptance rate of the exchange offer of Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse AG increases to over 95% within the additional offer acceptance period
| Source: EQS Group AG