NYSE Euronext and Deutsche Böerse Agree to Combine
On February 15, 2011, NYSE Euronext and Deutsche Böerse AG announced that they had entered into a business combination agreement. The combined group will be headquartered in both Frankfurt and New York.
The transaction is structured as a combination of NYSE Euronext and Deutsche Böerse under a newly created Dutch holding company which will be effected through a merger and a public exchange offer. NYSE Euronext will merge with a US subsidiary of the new holding company, and each NYSE Euronext share will be converted into 0.47 of a share of the new holding company. The new holding company will also launch a public exchange offer, and Deutsche Böerse shareholders may tender their Deutsche Böerse stock on a one-to-one basis for shares of the new holding company.
Following the completion of these transactions, former NYSE Euronext shareholders will own 40% of the combined group, and former Deutsche Böerse shareholders will own 60% of the combined group. The new company will have a single tier board with 17 members – 15 directors (nine shall be designated by Deutsche Böerse and six by NYSE Euronext), plus the chairman and chief executive officer. NYSE head Duncan Niederauer will be Chief Executive Officer and Reto Francioni of Deutsche Böerse will take on the role of Chairman.
The transaction is subject to the approval by the majority of NYSE Euronext shareholders and a 75% acceptance level of the exchange offer to Deutsche Böerse shareholders. In addition, the combination will be subject to regulatory approvals in the United States and Europe. The transaction is expected to close at the end of 2011.