Alpha Beta Netherlands Holding N.V.
EANS-News: Alpha Beta Netherlands Holding N.V.: Management and Supervisory Board of Deutsche Börse issue joint supplemental statement on exchange offer of Alpha Beta Netherlands Holding N.V.
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Company Information/Mergers - Acquisitions - Takeovers
Amsterdam (euro adhoc) - Amsterdam, July 8, 2011 - The management board and the
supervisory board of Deutsche Börse AG ("Deutsche Börse") have issued a joint
supplemental statement pursuant to Section 27 German Takeover Act (the
"Supplemental Statement") on the amendment to the voluntary public takeover
offer (Exchange Offer) published on 27 June 2011 made by Alpha Beta Netherlands
Holding N.V., Amsterdam/Netherlands, to the shareholders of Deutsche Börse. The
Supplemental Statement is available on the internet at both the homepage of
Deutsche Börse at http://www.deutsche-boerse.com/supplementalstatement and at
the homepage of Alpha Beta Netherlands Holding N.V. at
http://www.global-exchange-operator.com.
Alpha Beta Netherlands Holding N.V.
Disclaimer
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) (the
"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, 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.
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 as well 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.
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.
Alpha Beta Netherlands Holding N.V.
Further inquiry note:
Alpha Beta Netherlands Holding N.V.
end of announcement euro adhoc
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company: Alpha Beta Netherlands Holding N.V.
Beursplein 5
NL-1012 JW Amsterdam
WWW: http://www.global-exchange-operator.com
sector: Holding companies
ISIN: NL0009766997
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language: English