NYSE Euronext 8-K 2007
Registrant's telephone number, including area code: (212) 656-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
ITEM 8.01. OTHER EVENTS.
On March 27, 2007, NYSE Group, Inc. (NYSE Group) and Euronext N.V. (Euronext) issued a joint press release announcing that the French market regulator Autorité des Marchés Financiers (the AMF) had published the preliminary results of the exchange offer by NYSE Euronext, Inc. (NYSE Euronext), through its indirect wholly-owned subsidiary NYSE Euronext (Holding) N.V., for all outstanding shares of Euronext. The joint press release is attached as Exhibit 99.1 hereto.
The exchange offer expired on March 21, 2007. From February 15, 2007 to March 21, 2007, 102,897,398 Euronext shares were tendered representing 91.4% of Euronexts share capital and 92.2% of the voting rights. Settlement and delivery with respect to tendered Euronext shares, as well as the admission of the NYSE Euronext common stock to trade on Euronext Paris and on the NYSE, will take place before the start of trading on April 4, 2007.
The AMF will publish the definitive results of the offer on March 30, 2007. Within ten trading days of that date, the offer will be reopened for ten trading days for shareholders who have not yet tendered their shares and who wish to participate in the subsequent exchange offer. The terms of this subsequent offer period will be identical to the initial offer.
Euronext shareholders are urged to read the offering materials filed by NYSE Euronext and Euronext, which contain important information about the exchange offer.
The French offering materials, which include NYSE Euronexts French offer document (note dinformation registered under No.07-018 on January 18, 2007)), Euronexts French response document (note en réponse registered under No.07-019 on January 18, 2007), NYSE Euronexts French registration statement (document de base registered under No.I.06-184 on November 30, 2006) and the two separate updates on the characteristics of NYSE Euronext. and Euronext dated February 14, 2007, have been filed with the AMF in France and are available on the AMFs website at www.amf-france.org or on Euronexts website at www.euronext.com.
The U.S. offering materials, which include NYSE Euronexts registration statement on Form S-4 (Registration No. 333-137506) and a related prospectus dated February 15, 2007 have been filed with the U.S. Securities and Exchange Commission (the SEC) are available on the SECs website at www.sec.gov and on www.nyse.com. U.S. holders of Euronext shares should read the prospectus as opposed to the French offering materials.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this document contains forward-looking statements, which involve a number of risks and uncertainties. NYSE Group, Inc. (NYSE Group), Euronext N.V. (Euronext) and NYSE Euronext, Inc. (NYSE Euronext) caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving NYSE Group and Euronext, including estimated revenue and cost synergies, NYSE Euronexts plans, objectives, expectations and intentions and other statements that are not historical facts. Additional risks and factors are identified in NYSE Groups and NYSE Euronexts filings with the U.S. Securities Exchange Commission (the SEC), including NYSE Groups Report on Form 10-K for the fiscal year ending December 31, 2006 which are available on NYSE Groups website at and the SECs website at SEC's Web site at www.sec.gov, in Euronexts filings with the Autoriteit Financiële Markten (Authority for the Financial Markets) in The Netherlands, including its annual report and registration document for 2005, which is available on Euronexts website at www.euronext.com and in the offering materials filed by NYSE Euronext and Euronext with the AMF, which are available on the AMF website at www.amf-france.org. The parties undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information Regarding the Pending Transaction
In connection with the pending business combination transaction between NYSE Group and Euronext, a newly formed holding company, NYSE Euronext, has filed a registration statement (document de base) with the Autorité des marchés financiers (AMF) in France, registered on 30 November, 2006 under number I.06-184, for the purpose of listing its shares on Eurolist by Euronext. NYSE Euronexts registration statement is available on the websites of the AMF (www.amffrance. org) and Euronext (www.euronext.com) and may be obtained free of charge from Euronext. In addition, in connection with NYSE Euronexts exchange offer for Euronext shares, NYSE Euronext has filed an offer document ("note d'information") and Euronext has filed a response document ("note en réponse") with the AMF in France.
On January 18, 2007, the AMF cleared the exchange offer and issued visa no. 07-018 on NYSE Euronexts document and visa no 07-019 on Euronexts document. On February 14, 2007, NYSE Euronext also filed with the AMF an update on the legal, financial and accounting information concerning NYSE Euronext, which also contains legal, financial and accounting information concerning NYSE Euronext (Holding). On the same date, Euronext filed with the AMF an update on the legal, financial and accounting information concerning Euronext. These offering materials are available on the website of the AMF (www.amf-france.org). The NYSE Euronext exchange offer documents may also be obtained free of charge from the presenting banks, namely Citigroup Global Markets Limited, Société Générale and JPMorgan and Euronext exchange offer documents are available on the website of Euronext (www.euronext.com) and may be obtained free of charge from Euronext.
EURONEXT SHAREHOLDERS ARE URGED TO READ THE OFFERING MATERIALS FILED BY NYSE EURONEXT AND EURONEXT WITH THE AMF BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING THE OFFER.
NYSE Euronext has filed with the SEC a Registration Statement on Form S-4 (File No. 333-137506) (the Form S-4) that includes a form of proxy statement of NYSE Group, shareholder circular of Euronext, and exchange offer prospectus, each of which constitutes a prospectus of NYSE Euronext. The SEC declared the Form S-4 effective on November 27, 2006. NYSE Euronext and NYSE Group have filed other publicly available relevant documents concerning the proposed transaction with the SEC.
On February 16, 2007, NYSE Euronext filed a definitive exchange offer prospectus, dated February 15, 2007 (the exchange offer prospectus), meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. No offering of securities in the United States shall be made except by means of such prospectus.
U.S. HOLDERS OF EURONEXT SHARES ARE URGED TO READ THE EXCHANGE OFFER PROSPECTUS BECAUSE THIS DOCUMENT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED EXCHANGE OFFER.
U.S. Holders of Euronext shares may obtain a free copy of the S-4, the exchange offer prospectus and other related documents filed by NYSE Group and NYSE Euronext with the SEC at the SEC's Web site at www.sec.gov.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.