Filed by Alpha Beta Netherlands Holding N.V.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Companies:
NYSE Euronext
(Commission File No. 001-33392)
Deutsche Börse
October 7, 2011
NYSE/WFIC/NAIC-BI Webinar
Larry Leibowitz, Chief Operating Officer
©
NYSE Euronext. All Rights Reserved.
October 7, 2011 |
2
Legal Disclaimers
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.
Non-GAAP Financial Measures
To supplement NYSE Euronexts consolidated financial statements prepared in accordance with GAAP
and to better reflect period-over-period comparisons, NYSE Euronext uses non-GAAP financial measures
of performance, financial position, or cash flows that either exclude or include amounts that are not
normally excluded or included in the most directly comparable measure, calculated and presented in
accordance with GAAP. Non-GAAP financial measures do not replace and are not superior to the
presentation of GAAP financial results, but are provided to (i) present the effects of certain merger expenses,
exit costs, disposal activities and discrete tax items, and (ii) improve overall understanding of NYSE
Euronexts current financial performance and its prospects for the future. Specifically, NYSE Euronext
believes the non-GAAP financial results provide useful information to both management and investors
regarding certain additional financial and business trends relating to financial condition and operating
results. In addition, management uses these measures for reviewing financial results and evaluating
financial performance. The non-GAAP adjustments for all periods presented are based upon information
and assumptions available as of the date of this release.
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 used in connection with NYSE Euronext special meeting
of stockholders held on July 7, 2011 and (2) an offering prospectus used in connection with Holdings 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 SECs website at www.sec.gov. The definitive proxy statement/prospectus
and other documents relating thereto may also be obtained for free by accessing NYSE Euronexts
website at www.nyse.com. The offer document, as amended, and published additional accompanying
information in connection with the exchange offer are available at Holdings 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.
|
Todays
Discussion
NYSE
Euronext
Who we are today
Deutsche Boerse
The power of the combination
3 |
NYSE
Euronext
-
A
Truly
Global
Marketplace
Brand
Diversification
Global presence &
reach
Technology
Our people
4 |
Fun
Facts NYSE
lists
companies
with
total
market
capitalization
of
$12.5
trillion,
more
than
the
next
3
exchanges
combined
NYSE
lists
518
companies
from
47
countries
On
a
busy
day,
NYSE
processes
2
billion+
messages
26 domestic and international media outlets broadcast from the
NYSE trading floor
The façade of 11 Wall Street is ubiquitous with the U.S. financial
markets and is actually a registered trademark of the NYSE
5
Market
Capitalization
of
domestic
companies
excluding
investment
funds;
as
of
August
31,
2011;
Source: World Federation of Exchanges; NYSE Euronext: NYSE, Arca, Amex, Euronext
(Paris, Amsterdam, Brussels, Lisbon), Alternext; Nasdaq/OMX: Nasdaq,
Stockholm, Copenhagen, Helsinki, Riga
(Latvia),
Tallinn
(Estonia),
Vilnius
(Lithuania),
Reykjavik
(Iceland);
LSE
Group:
London,
AIM,
Borsa
Italiana
(Milan)
NYSE Euronext (Europe): $2.7
NYSE Euronext (US): $12.5
Data as of August 31, 2011 |
United
States
NYSE
NYSE Arca
NYSE Amex
NYSE Liffe U.S
Stocks
Options
Futures
Clearing
Fixed Income
Europe
NYSE Liffe
Paris Bourse
Amsterdam SE
Brussels SE
Lisbon SE
Stocks
Futures
Options
Clearing
OTC Derivatives
Fixed Income
Asia & S. America
Qatar:
20% stake
in the Qatar
Exchange
China:
opened
Beijing office
India:
5% stake in
Multi Commodity
Exchange
Japan:
strategic
alliance with
Tokyo Stock
Exchange
The Worlds Most Diverse Exchange Group
Other
Cooperation/
Technology
Agreements:
Abu Dhabi
BM&F
Bovespa
Bursa
Malaysia
Luxembourg
Philippines
Qatar
Exchange
Tokyo
Warsaw
6 |
90% of
the Dow Jones Industrial Average
80% of the S&P 500
87% of the 2010
Barrons 500
80% of the 2010
Fortune 500
7 of the 2011 Fortune
Top 10 Globally
Admired Brands
Financials
Industrials
Healthcare
Consumer
/ Services
Materials
Energy /
Utilities
Tech /
Media /
Telecom
98%
81%
94%
77%
88%
98%
51%
All the Leading Global Companies
7
Source: NYSE Euronext |
Attracting technology
companies from around the
world
NYSE share of Tech IPOs
has increased ~4x since
introduction of new listing
standard
H1 2011 NYSE Market
Share of tech IPOs was
55%
NYSE Market Share
of Tech IPOs
2000 -
2006
H1 2011
*Companies have recently been acquired; **Transfer from Nasdaq to NYSE; *** Amex
listed; SuccessFactors will complete transfer later in 2011
Market share of tech IPOs based on number of IPOs; includes deals > $40mm
Selected Tech Listings 2007-2011
And the Increasing Destination for Technology Leaders
8 |
Despite
this, NYSE Euronext is Dwarfed as a Company
Why?
Emerging markets
Strong derivatives
players
Clearing
Hyper-competitive
landscape in U.S.
$16.8
$9.5
$9.3
$8.8
$6.1
$5.4
$5.2
$4.1
$3.5
$2.9
$2.2
$15.9
CME
Hong
Kong
DB
BM&F B
ICE
NYX
SGX
ASX
NDAQ
LSE
TMX
CBOE
9
Market Capitalization of Global
Exchange Peers as of 9/30/11
($ in Billions)
Source: NYSE Euronext |
Threatening Our Long-Term Positioning
28.1%
15.7%
11.3%
9.9%
5.8%
3.2%
2.4%
2.4%
1.0%
0.5%
0.4%
0.1%
19.0%
NYSE Group
NDAQ
Internalization
Dark Pools
BATS
EDGX
EDGA
BYX
BX
PSX
NSX
Chicago
CBSX
10
$59.0
$44.2
$38.8
$24.8
$15.0
$14.0
$10.5
$9.0
$8.0
$45.3
Hong Kong
Shenzhen
NYX
Shanghai
Toronto
LSE
Tokyo
NDAQ
ASX
Bombay
% Market Share of U.S.
Stock Market-August 2011
FY2010 IPO Total Proceeds of Global
Exchange Peers
($ in Billions)
Source: NYSE Euronext
Source: NYSE Euronext |
Deutsche
Börse -
Who are They?
Some Basics
Leadership positions in derivatives trading, clearing and risk
management
Second largest exchange in terms of net revenue based on
FY 2010 net revenue
Third-largest derivatives exchange
Clearstream-world-class settlement & custody services
Frankfurt Stock Exchange-$1.4 trillion in listings
5
th
largest U.S. equity options exchange
11
|
Merger
with Deutsche Börse-Creating a Truly Global Market Place 12
Iconic global brand
Premier global listing venue and world leading
cash equities venue
Strong derivatives trading presence in US and
EU
Fast-growing information services and
technology solutions franchise
World class technology and proven ability to
integrate
Leader in derivatives trading and clearing
Unique clearing and risk management expertise
across major asset classes (on-exchange / OTC)
Strong suite of world class settlement and
custody services
Attractive market data & analytics offering
including strong index portfolio
World class technology and proven ability to
realize cost efficiencies
The
world
leader
in
derivatives
and
risk
management
The largest, most recognized capital
raising venue in the world
The most compelling exchange
provider of technology services and
information content
The
global
pioneer
in
international
post-
trade infrastructure and settlement
NewCo Group |
Clear
Management and Leadership Structure Title
Name
Prior Company
Group Chief Executive Officer
Duncan Niederauer
NYSE Euronext
President & Deputy CEO / Head of Derivatives
Andreas Preuss
Deutsche Börse
President / Head of Technology Services/IT
Dominique Cerutti
NYSE Euronext
Chief Financial Officer
Gregor Pottmeyer
Deutsche Börse
Chief Operating Officer / Head of Cash Trading & Listings
Lawrence Leibowitz
NYSE Euronext
Head of Market Data & Analytics
Frank Gerstenschläger
Deutsche Börse
General Counsel
John Halvey
NYSE Euronext
Head of Settlement & Custody
Jeffrey Tessler
Deutsche Börse
13
Executive committee
Board
of
directors
Comprised
of
17
members
Group Chairman Reto Francioni, formerly CEO of Deutsche Börse CEO Duncan Niederauer, formerly CEO of NYSE Euronext 9 independent members appointed by Deutsche Börse 6 independent members appointed by NYSE Euronext Committees will be split 60 / 40 between Deutsche Börse and NYSE Euronext designees Board meetings will alternate among key group locations
|
Roadmap
to Completion 14
Transaction expected to close at the end of 2011
Deutsche Börse tender process to close in November
Surpassed initial 75% acceptance condition with 82.4%
Acceptance rate now over 95%
Competition filing
Currently in Phase II review with European Commission with Statement of
Objections expected shortly-Next step in process
Department of Justice review in U.S. ongoing
On track
with
relevant
regulators;
German
BaFin
approval
already
received
CFIUS approval in U.S. received
NYSE Euronext shareholders have approved
Over 96% of shares voted were in favor of the merger
NYSE Euronext
Shareholder
Approval
Deutsche Börse
Shareholder
Approval
Regulatory process |
|