Alpha Beta Netherlands Holding N.V.
EANS-News: Alpha Beta Netherlands Holding N.V.: Deutsche Boerse shares replaced by Deutsche Börse Tendered shares in DAX and STOXX indices
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Company Information/Mergers - Acquisitions - Takeovers
Amsterdam (euro adhoc) - In respect of the description of the treatment of
Deutsche Börse shares as components of the DAX and the STOXX indices contained
in the Offer Document the following is published:
Deutsche Boerse shares replaced by Deutsche Börse Tendered shares in DAX and
STOXX indices
On 15 July 2011 Deutsche Börse announced an adjustment to the DAX index. As a
result of the expected merger with NYSE Euronext, the Deutsche Börse AG shares
(ISIN DE0005810055) in the DAX will be replaced with the tendered Deutsche
Börse shares (ISIN DE000A1KRND6). This change will be effective as of 20 July
2011 and reflects the decision of the Working Committee for Equity Indices
published on 6 June 2011.
The Working Committee for Equity Indices had decided to make this component
change provided an acceptance threshold of at least 50% is reached by the end
of the initial tender period, or at any time throughout the subsequent offering
period, upon two trading days notice. As this threshold has been reached, the
larger share class will be included in the DAX in accordance with the index
rulebook. In addition, the free-float factor of the new share will be adjusted
from 95.41% to 77.83% in the DAX to account for a change in the free-float
greater than 10 percentage points. This value equates to the number of tradable
shares of the tendered shares class based on the current information.
After closing or failure of the transaction the Deutsche Börse tendered share
will be replaced by the new share of the merged company or the old Deutsche
Börse share respectively, provided the new company fulfils the criteria for
inclusion in the DAX index.
Further, on 15 July 2011 STOXX Limited announced adjustments in several STOXX
indices. As a result of the expected merger with NYSE Euronext, the Deutsche
Boerse shares (ISIN DE0005810055) in the EURO STOXX 50, STOXX Europe 600, STOXX
Global Total Market and sub-indices will be replaced with the Deutsche Boerse
Tendered shares (ISIN DE000A1KRND6). This change will be effective as of 20
July 2011.
Component changes were announced after the acceptance threshold of at least 75%
was reached by the end of the initial tender period. The free-float factor of
the new shares will be adjusted from 100% to 82.43% in all STOXX indices. This
reflects the acceptance rate and leads to a decrease in weighting.
Amsterdam, 19 July 2011
Alpha Beta Netherlands Holding N.V.
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 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.
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.
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
indexes:
stockmarkets:
language: English