Deutsche Börse AG / Key word(s): Mergers & Acquisitions
15.07.2011 19:24
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, 15 July 2011. An important hurdle has been cleared on the
way towards the planned combination of Deutsche Börse AG and NYSE Euronext.
By the end of the acceptance period on 13 July 2011, 160,734,462 shares in
Deutsche Börse were tendered under the exchange offer made by Alpha Beta
Netherlands Holding N.V. to the shareholders of Deutsche Börse AG. This
corresponds to an acceptance rate of 82.43 percent of the total number of
Deutsche Börse shares. The 75 percent minimum condition has been exceeded
and the completion condition pursuant to section 14.1 (a) of the offer
document published on 4 May 2011 has been satisfied.
Shareholders in Deutsche Börse who have not yet accepted the exchange offer
still have the opportunity to do so at unchanged conditions during an
additional acceptance period running from 19 July 2011 until 1 August 2011
(24:00 hrs CEST).
The transaction is still subject to a number of completion conditions
including the approval by the competent anti-trust, financial, securities
and other regulatory authorities in the US and Europe.
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Information and Explaination of the Issuer to this News:
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.
Kontakt:
Dr. Frank Herkenhoff
Tel.: +49-69-21 11 15 00
15.07.2011 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
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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DGAP-Adhoc: Deutsche Börse AG: Minimum acceptance threshold of 75% reached at the end of the acceptance period for the offer by Alpha Beta Netherlands Holding N.V.
| Quelle: EQS Group AG