Alpha Beta Netherlands Holding N.V.

AMSTERDAM, July 14, 2011 /PRNewswire/ -- On May 4, 2011, Alpha Beta Netherlands Holding N.V., Beuersplein 5, 1012 JW, Amsterdam, The Netherlands (the "bidder") published the offer document (the "offer document"), both regarding its voluntary public takeover offer ("exchange offer") to the shareholders of Deutsche Borse Aktiengesellschaft, Frankfurt am Main, Germany registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main under HRB 32232 with its business address at Mergenthaler Allee 61, 65760 Eschborn, Germany to acquire all registered no-par-value shares of Deutsche Borse (ISIN DE0005810055) in accordance with the provisions of the exchange offer. The acceptance period for the exchange offer expired on midnight, at the end of July 13, 2011 (Central European Daylight Savings Time).

Provided that the minimum condition pursuant to section 14.1 (a) of the offer document has been satisfied by the end of the offer acceptance period, Deutsche Borse shareholders who have not accepted the exchange offer within the offer acceptance period may accept the exchange offer during the two week period following the publication of the result of the exchange offer by the bidder pursuant to section 23 para.1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (WpUG) ("additional offer acceptance period"). The commencement of the additional offer acceptance period will be included by the bidder in the publication of the result of the exchange offer pursuant to section 23 para.1 sentence 1 no. 2 WpUG.

Pursuant to section 14.1 of the offer document the exchange offer and the agreements which come into existence as a result of accepting the exchange offer will only be consummated if the completion conditions set forth in the offer document are satisfied, unless the relevant completion conditions have been waived by the bidder.

By way of the amendment of the offer document published on June 27, 2011 the bidder waived the completion conditions set forth in section 14.1 (j) (IRS Ruling or Rulings vis-a-vis NYSE Euronext) and section 14.1 (k) (IRS Rulding vis-a-vis Deutsche Borse) of the offer document. Further, the bidder published the satisfaction of the completion condition set forth in section 14.1 (d) (NYSE Euronext requisite vote) via publication on July 8, 2011.

The bidder hereby publishes that as of the expiration of the offer acceptance period the following additional completion conditions are or have been satisfied: Section 14.1 (c): Effectiveness of the registration statement, Section 14.1 (e): Governmental and judicial proceedings, Section 14.1 (g): No material adverse market change, Section 14.1 (h): No offer material adverse effect relating to NYSE Euronext, Section 14.1 (i): No offer material adverse effect relating to Deutsche Borse.

Therefore, all completion conditions set forth in section 14.1 of the offer document have been satisfied or waived,  except for the completion conditions set forth in section 14.1 (a) (minimum condition), section 14.1 (b) (competition approvals) and section 14.1 (f) (other approvals).

The satisfaction of the completion conditions set forth in section 14.1 (b) (competition approvals) and section 14.1 (f) (other approvals) must each be completed no later than March 31, 2012. The completion condition set forth in section 14.1 (a) (minimum condition) must be satisfied as of the expiration of the acceptance period; whether this condition has been satisfied, is currently being determined and will be published as part of the publication of the result of the exchange offer pursuant to section 23 para. 1 sentence 1 no. 2 WpUG by the bidder. This publication is expected to be made on July 18, 2011 following expiration of the subsequent booking.

Amsterdam, July 14, 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 Ubernahmegesetz), 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.

SOURCE Alpha Beta Netherlands Holding N.V.