Deutsche Boerse/Nyse merger won't get hostile

Deutsche Börse: Deutsche Börse AG (XETRA:DB1) and NYSE Euronext (NYSE:NYX) today announced that the holding company of the merged group, Alpha Beta Netherlands Holding N.V. (“Holdco”) will not pursue a takeover law squeeze-out under, Section 39a and b of the German Securities Acquisition and Takeover Act, of the remaining Deutsche Börse shares that were not tendered in the original exchange offer made by Holdco.

In addition, the Companies also said that Holdco was not currently contemplating the implementation of a corporate squeeze-out under Section 327a et seq. of the German Stock Corporation Act, and that it was anticipated that Deutsche Börse would enter into a domination agreement. The companies encouraged all holders of the untendered Deutsche Börse shares to tender their shares under the terms of the original offer. Shareowners who tender their shares into the original offer will be eligible to receive the one-time special dividend of €2.00 per Holdco share from Holdco’s capital reserves anticipated to be paid shortly after closing of the transaction.

In July 2011, NYSE Euronext achieved overwhelming support from its shareholders for the proposed combination with Deutsche Börse in a special shareholder meeting. Shortly thereafter, 95.41 percent of the shares in Deutsche Börse AG were tendered under the exchange offer made by Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse by the end of the additional offer acceptance period on August 1, 2011 (midnight, CEST) 2011.

Duncan Niederauer, CEO of NYSE Euronext, commented: “The overwhelming support we received from both of our shareowner bases has provided us with the maximum flexibility to act in the long term best interest of the new company, and we intend to use this flexibility to generate the strongest possible returns for the future shareowners of Holdco .”

Gregor Pottmeyer, CFO of Deutsche Börse AG added: “Effecting a squeeze out is not at all necessary to achieve our financial and synergy goals. Deutsche Börse shareholders who have not yet accepted the exchange offer can do so at unchanged conditions until midnight CET on November 4, 2011.”

Pursuant to Section 39c of the German Securities Acquisition and Takeover Act shareholders who have not yet accepted the exchange offer made by Alpha Beta Netherlands Holding N.V. may elect to do so at unchanged conditions and exchange their shares for shares in Alpha Beta Netherlands Holding N.V. Such election has to be made within a period of three months after publication of the above acceptance rate of the exchange offer achieved by the end of the additional offer acceptance period of the exchange offer, i.e. until November 4, 2011 (midnight, CET).

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