NYSE Euronext DEFA14A 2011
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant o
Check the appropriate box:
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
On April 11, 2011, NYSE Euronexts Chief Executive Officer, Duncan Niederauer, participated in several television interviews. Transcripts from these interviews are provided below.
CNBC Squawk Box: Duncan Niederauer Interview 4/11/2011
CNBC: Thats right. Of course, yesterday, the board of the New York Stock Exchange unanimously saying no thank you to that proposal from Nasdaq and ICE, worth about $43.13 per share in cash and stock -- a lot of both -- for the NYSE. And joining us now from the New York Stock Exchange is the companys CEO, Duncan Niederauer. Always a pleasure. Thank you for being with us.
complementary, I can’t see the another deal that could
deliver the capital efficiency savings to the market participants other than
ours. I don’t think another deal could even come close to the capital
efficiencies. That’s another thing. We’ve got to do a better job of
communicating clearly so the market participants and our other stake holders
understand what’s in it for them.
in the weeks ahead. Duncan Niederauer, chairman and CEO of Euronext.
Bloomberg: Duncan Niederauer with Betty Liu & Colleagues
BL: Euronext Chief Executive Duncan Niederauer has his work cut out for him this week. Hes trying to convince shareholders that the merger plan with Deutsche Boerse beats the Nasdaqs rival offer. Duncan is with us right now from the floor of the New York Stock Exchange. John and Don are with me as well. Great to have you with us, Duncan.
DN: Thanks Betty. Good morning.
BL: Good morning. Okay so this week, you are going to try to convince shareholders that you made the best deal for them or that you chose the right way. What are you going to say to them?
DN: Well to start with, I think the notion we have two competing offers is nonsensical. We have a merger agreement with a partner that we came to after a thoughtful proactive strategic discussion. We have a competing proposal that is kind of loosely worded and promises a lot of value down the road. We havent really been able to talk to the shareholders for the last week because we thought the right thing to do was not to front-run the boards decision that we knew they were going to make this weekend so starting this morning we are now actively out to talk to the shareholders about the merits of the combination with Deutsche Boerse, which they were very happy about that when we announced in mid-February. And were confident as we get back to them and remind them of the merits of that story, it will be fairly obvious.
BL: Duncan how many calls have you gotten from investors?
DW: How many calls have I gotten from investors since when?
BL: Since it was released that youve rejected the Nasdaq bid.
DN: Well, we really started having a lot of conversations with investors in mid-February, so we had a lot of conversations with them from the February 15th announcement date till the end of March and once the deal, the proposal was announced on April 1, in our mind we were obliged to cease and desist. Because that would have been inappropriate. So our view is starting this week, we can talk to them again. Weve already done four or five calls with investors this morning. Our counterparts from DB are here this week. Were confident by the end of the week, they will have a much clearer idea of where were headed with Newco.
D_: Hey Duncan, it’s Dominick here, not to liken this to a chess game at all but what do you think the next step is going to be? You’ve already reemphasized the Deutsche Boerse side of things. How do you think that Nasdaq or ICE will respond if at all to what’s happening now?
DN: Yeah, you should ask them how they plan to respond. Our view is we had a merger that came out of a strategy that we spent a long time forming. The shareholders understood why we were doing it, they agreed it accelerated our strategy. We have to get back to basics with them. As I said, I am confident that if we focus all of our energy on the clear path to getting that merger approved, that is the right way to go. How the other guys are going to respond to our decision yesterday is up to them and not up to me.
JE: Duncan, it’s John Ehrlichman. I just want to highlight something the other guys did say the Nasdaq saying. We would expect that NYSE Euronext would at the very least meet with us and our advisors to discuss the merits of our proposed combination. I know your perspective already, you just outlined it. Do you owe a duty to shareholders to at least meet with the Nasdaq and our advisors?
DN: Yeah. That is the board’s decision and not mine. I think our view is, the dismantling of the company that the proposal suggests is completely inconsistent with the strategy. So for the board to reverse course after a two or three year discussion about transforming the company repositioning it, deciding on its long-term strategy which we thought was for the benefit of the shareholders and executing it, it is hard for me to imagine we would reverse course because of one loosely worded letter that says hey, can we come in and do some due diligence on you. So I think the onus is on them, the burden of proof is on the other guys to prove why we should sit down with them. Our view is that the long-term goal is to be global, a diversified, a service provider around the world. Breaking up the company and going backwards does not seem to me consistent with that at all. I am not sure why we would engage. That would be the board’s decision, not mine.
BL: So Duncan is there a price though where you would go back and reconsider discussing with the Nasdaq, is there a higher price?
DN: To me guys it is not about price. We don’t have a competing offer. We have a loosely worded proposal and a merger agreement. So this notion that everyone wants to say that these are two competing bids. We do not have two competing bids. We have a set of terms that govern a merger that we’re trying to do, a merger of equals that we think creates a great company of the future. And we have a loosely worded proposal that says let us come on in and hey, let us talk to you. It is not about price. It is about shareholder value. And pointing to today’s prices or yesterday’s prices.
BL: But Duncan, the shareholders might disagree with you. They may say it has to do with price. I mean according to some of the press reports, you have gotten calls from investors asking why you rejected a bid that was worth $1.6 billion more.
DN: Yeah and (A) It is not worth 1.6 billion more. Let’s not get into the details of that. But we are obliged to talk to our shareholders and explain to them why we’re doing and why the Board made the decision that it made yesterday and ultimately, that is why you have shareholder votes. Right? They will get to decide. We just have to be open, transparent and honest and see where we go.
BL: Duncan, you said yesterday in an interview with Bloomberg that your cost savings from this deal actually might be higher than what you first announced. Are you going to, as you meet with shareholders, start using some higher numbers as you make your case?
DN: You should not use higher numbers unless you are confident you can achieve them. We like being from the underpromise and over the deliver school. If the other guys want to be from the overpromise underdeliver school to get other people’s attention then that’s great. Our view is we’re going to sharpen the pencils. I do think this gives us an opportunity to say to our counterparts in Germany hey, what the market is telling us is, get to work, to make some decisions, tell us your story, make some of these decisions sooner rather than later. Again, I am confident as we articulate that to the shareholders, they will understand that what we promised is at least what we will achieve.
D_: Dominick here again. Just a couple seconds left. When you look at the Deutsche Boerse deal when it comes to the management of the company, a big deal about who owns the company, do you think that will play a role in further discussions with you and the Boerse as well?
DN: I do not think so. Because the management team is balanced. I am privileged to have a chance to be the chief executive. We have a balanced team just like we do now at NYSE Euronext. And secondly, if you think about the shareholder base it’s actually much more diversified than either of the two interloper shareholder’s bases, so I love where it is headed. I think having a global shareholder base underneath a global company, that’s the future. I do not want to go backwards to the past.
Fox Business TV: Varney & Company: Duncan Niederauer with
DN: First of all, selling cheap, is kind of an odd concept.
Because the merger agreement isn't a sale. We didn't sell our company. DB
didn't sell theirs, we're creating values in the long run in what we think is a
game changer in our industry. Secondly, the proposal that we received from the
interlopers would suggest that we break up the company into pieces, dismantle
it and sell pieces to each of them and we think that's a very difficult
transaction to consummate.
Safe Harbour Statement
NYSE Euronext is party to a proposed business combination transaction with Deutsche Boerse AG. In connection with the proposed business combination transaction, Alpha Beta Netherlands Holding N.V. (“Holding”), a newly formed holding company, has filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) that includes (1) a draft proxy statement of NYSE Euronext that will also constitute a prospectus for Holding and (2) a draft offering prospectus of Holding to be used in connection with Holding’s offer to acquire Deutsche Boerse AG shares held by U.S. holders. When finalized, NYSE Euronext will mail the proxy statement/prospectus to its stockholders in connection with the vote to approve the merger of NYSE Euronext and a wholly owned subsidiary of Holding, and Holding will mail the offering prospectus to Deutsche Boerse AG shareholders in the United States in connection with Holding’s offer to acquire all of the outstanding shares of Deutsche Boerse AG. NYSE Euronext and Deutsche Boerse AG also expect that Holding will file an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”).
Investors and security holders are urged to read the proxy statement/prospectus and the offer document regarding the proposed business combination transaction if and when they become available because they will contain important information. You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other related documents filed by NYSE Euronext and Holding with the SEC on the SEC’s Web site at www.sec.gov. The proxy statement/prospectus (if and when it becomes available) and other documents relating thereto may also be obtained for free by accessing NYSE Euronext’s Web site at www.nyse.com and Deutsche Boerse AG’s Web site at www.deutsche-boerse.com. The offer document will be made available at Holding’s Web site at www.global-exchange-operator.com following clearance by the BaFin.
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 will be disclosed in the offer document after the publication has been approved by the BaFin and in documents that will be filed with the SEC. Holding reserves the right to deviate in the final terms of the public offer from the basic information described herein. Investors and holders of NYSE Euronext shares and Deutsche Boerse AG shares are strongly encouraged to read the offer document and all documents in connection with the public offer as soon as they are published, since they will contain important information.
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. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, 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 any such jurisdiction.
This announcement and related materials do not constitute in France an offer for ordinary shares in Alpha Beta Netherlands Holding N.V. The relevant final terms of the proposed business combination transaction will be disclosed in the information documents reviewed by the competent European market authorities.
PARTICIPANTS IN THE SOLICITATION
NYSE Euronext, Deutsche Boerse AG, Holding and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NYSE Euronext stockholders in respect of the proposed business combination transaction. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC if and when they become available.
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.