SCHEDULE 14A
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 ¨ Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ¨ | Definitive Proxy Statement | |||
| þ | Definitive Additional Materials | |||
| ¨ | Soliciting Material Under Rule 14a-12 | |||
NYSE Euronext | ||||
| (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): | ||||
| ¨ | No fee required. (See explanatory note below) | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| 1. | Title of each class of securities to which transaction applies:
| |||
| 2. | Aggregate number of securities to which transaction applies:
| |||
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| 4. | Proposed maximum aggregate value of transaction:
| |||
| 5. | Total fee paid: | |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| 1. | Amount Previously Paid:
| |||
| 2. | Form, Schedule or Registration Statement No.:
| |||
| 3. | Filing Party:
| |||
| 4. | Date Filed:
| |||
 1
Sandler O’Neill –
Global Exchange and Brokerage Conference
New York, 10 June 2011
DRIVING GROWTH & EMPOWERING CAPITAL
MARKETS: THE EXCHANGE FUTURE IS NOW |
 2
Legal disclaimer
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, has filed, and the SEC has 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 will also constitute a prospectus for Holding and
(2) an offering prospectus of Holding to be 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 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 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 and published additional
accompanying information in connection with the exchange offer are available at Holding’s website at www.global-exchange-operator.com. Holders of Deutsche Börse shares who
have accepted the exchange offer have certain withdrawal rights which are set forth in the offer
document. 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 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.
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 definitive proxy statement/prospectus and the other relevant
documents filed with the SEC. 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. |
 3
Creating the premier global exchange group
€400mn
/
$580mn
in
full
run-rate
cost
savings
and
at
least
€150mn
/
$218mn
revenue
synergies
expected
through cross-selling and distribution opportunities as well as new and
improved offerings Immediately
accretive
to
adjusted
earnings
for
both
NYSE
Euronext
and
Deutsche
Börse
shareholders
Increased exposure to attractive, high growth derivatives, clearing, risk
management, post-trade, index and market data activities
Accelerates earnings growth and enhances earnings / cash flow profile
Creates
compelling
global
derivatives
platform
bringing
together
complementary
products
Largest capital raising venue in the world
Leading post-trade, risk management, market data & analytics, index and
technology capabilities Strong portfolio of leading brands (Deutsche
Börse, NYSE Euronext, Eurex, Liffe, Clearstream, Stoxx)
Shareholders:
Superior value creation through enhanced growth profile and significant
synergies Investors:
Creates deeper, more liquid and transparent markets
Intermediaries:
Improved risk management, cost and capital efficiencies
Issuers:
Increases choice, visibility and global access
Creditors:
Strong cash flow generation and credit profile
Employees:
Enhanced career opportunities across all locations of global exchange group
Regulators:
Global benchmark regulatory model while preserving national regulatory roles
1) €/$ exchange rate of 1.45 as of 5/6/2011
2) Deutsche Börse prepares its financial statements in accordance with IFRS
while NYSE Euronext prepares its financial statements in accordance with US GAAP. Adjusted earnings are derived from the combined
projected earnings, before making adjustments to convert NYSE Euronext's financial
results from US GAAP to IFRS, and have been adjusted to exclude one time deal costs, amortization of intangible assets and the
expected
one-off
costs
of
achieving
synergies.
Adjusted
earnings
is
not
a
measure
recognized
under
IFRS
or
US
GAAP
and,
therefore,
may
not
be
comparable
to
similar
measures
presented
by
other
companies
Strategically
compelling
Financially
attractive
Long-term
benefits to all
stakeholders
1
1
2 |
 4
Combination accelerates current strategy
Highly complimentary assets combine to create
the pre-eminent market infrastructure operator with
complete participation across the capital markets
value chain
Uniquely marries the world’s leading venues for
risk management and capital raising, creating
product innovation and capital savings
opportunities for clients
Opportunity to unlock value
Considerable scope for cost synergies and
incremental revenue opportunities from product
innovation and improved distribution to drive
shareholder value
Leading franchises in every segment should
command premium valuation
Robust strategic and financial optionality
given
strong balance sheet
Enhanced opportunities and cost savings
for clients
Markets
Corporate
Listings
& Product
Creation
Market Data
Clearing
Settlement
and
Custody
State-of-the-
Art Trading
Infrastructure
Global
Client
Base
Powerful
Sell-Side
Customers
Information
Services
Capital
Efficiency
Collateral
Management
Co-Lo
Global
Connectivity
Networks
Partnerships
in New
Markets
Asset Servicing
Risk
Management
Analytics
Index
Business
Services for
Issuer
Community
Infra-
Structure
Services
Global
Exchange
Links
Combined Group well positioned across the value chain |
 5
Leadership in major asset classes and services
19.0
14.9
12.2
10.5
8.6
6.4
5.6
4.5
0.5
6.6
4.4
3.9
3.7
3.0
0.4
0.1
€
498
$ 663
€
12.1
$ 18.0
€
3.5
$ 5.2
€
2.4
$ 3.6
€
2.0
$ 2.9
€
1.0
$ 1.5
€
1.8
$ 2.8
€
559
$ 743
€
334
$ 444
€
305
$ 406
€
297
$ 395
€
225
$ 299
€
114
$ 152
€
102
$ 136
€
13.1
$ 19.6
€
4.1
$ 6.1
€
406
$ 515
Source:
Company
filings,
World
Federation
of
Exchanges;
Options
Clearing
Corporation;
Futures
Industry
magazine;
Note:
€/$
1.33,
€/£
0.86,
€/SEK
9.54,
€/S$
1.81;
€/C$
1.33
(2010
averages);
Data
on
US
options volumes inclusive equity options and index/other; ADV = Average daily
trading volume Global
derivatives,
ADV
(mn)
–
2010
US
options
volume
contracts,
ADV
(mn)
–
2010
Domestic
market
capitalization
of
listed
issuers
(tr)
–
Mar-11
Market
data
&
technology
revenue
(mn)
-
2010 |
 6
Leading scale in the exchange industry
Source:
Company
filings,
IBES
broker
consensus;
Note:
Adjusted
for
non-recurring
items,
LSE/TMX
pro-forma;
€/$
1.33,
€/S$
1.81,
€/AU$
1.44,
€/£
0.86,
€/HK$
10.31,
€/B$
2.33;
€/C$
1.37
(averages
for
2010)
1) Combined financials exclude net synergies from Deutsche Börse/NYSE Euronext
combination 2)
LSE
EBITDA
uses
IBES
broker
consensus
as
no
actuals
available
Net revenue (2010, mn)
DB1 - NYX
CME
DB1
NYX
LSE-TMX
NDAQ
ICE
BM&F
HKEx
ASX
SGX
DB1 - NYX
CME
DB1
NYX
LSE-TMX
NDAQ
HKEx
BM&F
ICE
ASX
SGX
EBITDA (2010, mn)
€
4,115¹
$ 5,473
€
2,258
$ 3,004
€
2,227
$ 2,962
€
1,888
$ 2,511
€
1,164
$ 1,545
€
865
$ 1,150
€
810
$ 1,075
€
530
$ 703
€
734
$ 974
€
1,144
$ 1,522
€
2,059
1
$ 2,738
€
1,586
$ 2,109
€
1,221
$ 1,624
€
838
$ 1,114
€
652
2
$ 865
€
600
$ 798
€
589
$ 781
€
527
$ 700
€
577
$ 766
/
/
€
303
$ 402
€
225
$ 299
€
358
$ 475 |
 7
Deutsche Börse intends to acquire SIX’s stake in Eurex
Transaction terms
Acquisition of SIX Group’s 50% of the shares and 15% economic share in Eurex
and its subsidiaries Purchase price of €590mn to be paid as a
combination of 50% cash and 50% in Holdco shares Exclusive use of Eurex
trademark rights and IP rights including Eurex system Eurex
continues
to
operate
Swiss
derivatives
market
for
at
least
three
years
Non-compete undertaking of SIX regarding derivatives for two years
Effective date for acquisition is 1 January 2012
Rationale
Gain access to remaining 15% of Eurex economics
Transaction
will
be
immediately
earnings
accretive
after
closing
(expected
for
2012)
Fair agreement with Swiss partner that reflects the interest of both partners and
positions Eurex for continued successful development
Simplification of Eurex governance and management structure and reduction of
administrative efforts Post merger integration of Eurex and NYSE Liffe
simplified |
 8
227.8
-1.7
6.6
thereof non-controlling interest
4.9
15.0
212.8
thereof shareholders of parent company (net
income)
232.7
13.3
219.4
Net profit
-80.4
-3.3
-77.1
Income tax expense
313.2
16.7
296.5
EBT
-20.6
-0.8
-19.8
Net financial result
333.7
17.4
316.3
EBIT
4.6
4.6
Result from equity investments
-217.1
-2.5
-214.6
Operating costs
-93.3
-93.3
Other operating expenses
-23.0
-2.5
-20.5
Depreciation, amortization and impairment losses
-100.8
-100.8
Staff costs
546.2
526.3
Total revenue less volume related costs
-56.7
-56.7
Volume related costs
602.9
19.9
583.0
Total revenue
1.3
-7.0
8.3
Other operating income
16.1
16.1
Net interest income from banking business
585.5
26.9
558.6
Sales revenue
pro forma
1Q11
Adjustments
1Q11
Impact on net income in 1Q11 (pro-forma): €15.0mn
Currently Deutsche Börse books
85% of Eurex sales revenue
With the transaction this will go
up to 100% (Q1/11 pro-forma:
€31.0mn)
IT sales revenue with SIX will be
deducted (Q1/11 pro-forma:
€4.1mn)
Reimbursement
by SIX for
operation of
Eurex (~15% of
Eurex costs)
deducted
Amortization of €100m intangible assets out of the
transaction over 10 years assumed (Q1/11 pro-forma: -
€2.5mn)
Interest earnings component forgone on cash
component of acquisition costs (Q1/11 pro-forma: -
€0.8mn)
Tax rate of ~21% assumed on incremental earnings
SIX share in net profit of Eurex (mainly ISE’s
profit)
Impact of SIX transaction on DB1’s income statement
|
 9
Pro
forma
NYSE
Euronext
/
Deutsche
Börse
2010
net
revenue
Geographic breakdown
Product breakdown
31%
69%
U.S.
Non-U.S.
Net revenue
1
: €4.1bn / $5.5bn
Cash Trading
& Listings
1) Based on €/$ exchange rate of 1.33 (2010 average)
2)
Includes
NYX
European
Cash
execution
fees
as
well
as
European
Market
Data
revenues
from
the
legacy
NYX
Cash
Trading
&
Listings
segment.
Xetra
revenues
are
also
included
in
European
Cash
3) Includes NYX U.S. Cash execution fees as well as U.S. Market Data revenues from
the legacy NYX Cash Trading & Listings segment 4) Pro Forma calculation
allocates the NYX Corporate/Eliminations segment operating loss based on the relative revenue contribution of each legacy NYX segment
Cash Trading &
Listings
Derivatives
Market Data &
Technology
Settlement &
Custody
EBITDA
1,4
: €2.1bn / $2.7bn
27%
17%
11%
45%
Listings
Derivatives
Settlement &
Custody
Market Data &
Technology
Net revenue¹: €4.1bn / $5.5bn
U.S. Cash
European Cash
2
Other
3
37%
20%
14%
7%
2%
8%
12%
Globally diversified capital markets business |
 10
Source: Futures Industry, Annual Volume Survey 2010.
1) Does not include OTC transactions. ICE included for comparative purposes
Complementary equity index and interest rate derivatives migrated to
common trading and clearing infrastructure
Product innovation
>€2bn / $3bn in already identified capital efficiencies for clients
Operational efficiencies for customers
Most diversified derivatives exchange in the world
Potential for new market penetration
Attractive partner for OTC market
Largest and only regulated exchange Pan-EU trading platform covering
almost 2/3 of Eurozone GDP
Integrated order book and single clearing system reduces costs and
increases liquidity for EU clients
Increased trading opportunities vs. Pan-EU equity derivatives platform
Continued global leadership in capital raising with enhanced profile for
listed
issuers
Derivatives
Cash and Listings
Total volumes –
Global derivatives exchanges ranked by
futures and options traded and /or cleared –
2010
1
2010 Europe cash trading market share
22%
24%
6%
9%
11%
28%
Other
/
/
1
2
3
4
5
6
7
8
13
Rank
Unparalleled risk management and capital raising
markets…
0.3
1.1
1.1
1.1
1.4
1.6
3.1
3.7
4.8
(bn contracts) |
 11
Source: Company filings
Figures
converted
using:
€/$
1.33,
€/£
0.86,
€/SEK
9.54,
€/C$
1.33
(2010
averages)
Leading provider of capital markets infrastructure services to
buy-side and sell-side market participants as well as major
global exchange partners
Complementary combination of content and distribution
DB news, data, analytics, STOXX index services
NYX global SFTI and NYFIX networks
Increased critical mass in data centers; opportunities for
additional service provision
Pioneer in global cross-border settlement and custody
Capabilities in more than 100 countries
Average
value
of
assets
under
custody
of
$10.9tr
in
2010
Processed 116mn settlement transactions during 2010
Clearstream’s global reach can be levered to facilitate
cross-border trading and capital raising for listed companies
Strategically positioned to offer enhanced OTC services to
buy-side and sell-side clients
Opportunity to deliver even greater collateral efficiency from
combined clearinghouse, building on existing success of
“General Collateral (GC) Pooling”
service
Increased buy-side access via NYFIX network
Information Services and Technology Solutions
Clearstream settlement and custody
Market data and technology revenue –
2010
(mn)
€
559
$ 743
€
498
$ 663
€
406
$ 515
€
334
$ 444
€
305
$ 406
€
297
$ 395
€
225
$ 299
€
114
$ 152
€
102
$ 136
…
Supported by critical global infrastructure |
 12
Creates deeper, liquid and more transparent markets
Simplifies global connectivity
Complementary customer solutions to provide full-service offering
Combination benefits market structure
Investors
Intermediaries
Issuers
Regulators
Improved risk management
Cross margining benefits (over ~€2bn / ~$3bn already identified)
Simplifies global connectivity
Global listings venue of choice
Increases visibility and global access
Global benchmark regulatory model while preserving national regulatory roles
Combined group serves as natural partners for harmonization and transparency
across jurisdictions
Creates a stronger, more diversified global clearing provider, bringing stability
and transparency to the financial system and its customers
|
 13
15 February 2011
Current
Technology (+ €51mn):
One common trading and clearing infrastructure “CTAC”
Combination of networks
Consolidation of U.S. data centres
Eliminating overlapping IT function where applicable
Global sourcing and global delivery model
Clearing (+ €4mn):
Additional cost avoidance expected from not building two separate
fully owned & operated CCPs
Market Operations (+ €15mn):
Implementation of a central European market operations hub for
cash, derivatives and clearing
Combination of business organizations in the U.S. and Europe
i.e., sales and product development
Corporate Center (+ €30mn):
Further refinement of corporate functions in accordance with the
new, combined organization
Leveraging global sourcing opportunities: supplier & contract
consolidation
Consolidate real estate portfolio
Levers for additional cost synergies
2
€300mn / $435mn
1
€400mn / $580mn
1
Technology
€79mn
Technology
€130mn
Clearing
€67mn
Clearing
€71mn
Market Operations
€98mn
Market Operations
€113mn
Corporate
€56mn
Corporate
€86mn
1) All figures converted at a €/$ exchange rate of 1.45 as of 5/6/2011
2) Bold represents synergy levers identified post-announcement
Cost synergies of €400 / $580 million clearly identified
|
 14
1) Synergies converted using €/$ exchange rate of 1.45 as of 5/6/2011
Expected
revenue
synergies
of
at
least
€150mn
/
$218mn
1
annually,
with
full
run-rate
being
achieved
at
end
of
year
3
Over 1/3
rd
of revenue synergies from clearing alone
Clearing
Clearing for European
cash equities
Clearing for European
derivatives
Technology and MD&A
Expanded client set for
hosted / managed
technology and data
services
Extension of STOXX
index franchise to U.S.
market and globally
Richer content for
pre-
and post-trade
data and analytics
products
Derivatives and cash
markets
Increase turnover from
combining equity and
derivatives liquidity
pools
Cross-distribution in
European cash
markets
Asian expansion
Listing venue of choice
for attracting Asian
issuers interested in a
U.S. or European
listing
Leading presence in
Asian markets through
existing investments
and technology
agreements
Attractive partner
New asset classes
Infrastructure in place
to drive growth in new
asset classes
Emissions & Energy –
Eurex / BlueNext /
EEX
Agriculture and other
commodities –
Eurex
and NYSE Liffe
Combination has access to unique growth opportunities |
 15
Integration and closing processes crossing key milestones
Regulatory process
Integration planning
Run-rate of expense synergies
Feb. 15
Current
Year 1
25%
30%
Year 2
50%
65%
Year 3
100%
100%
Integration teams identified and project offices
established
Further validation and quantification of synergies
Increasingly detailed roadmap for synergy
realization
Position mapping and relationship building
ongoing at senior management level
Developing strategy for IT infrastructure and
development
Accelerated timeline of run rate expense
synergies
Conversations with over 100 policymakers
Meetings with key government, regulatory and financial
constituents in the U.S., Paris, London, Brussels,
Amsterdam and Lisbon
Draft competition filing submitted to European
Commission with pre-notification discussions ongoing
Working cooperatively with DOJ
Several meetings with College of Regulators and its
dedicated merger task force
Initial meeting with the Committee on Foreign
Investment in the U.S. (CFIUS)
Deutsche Börse exchange offer cleared by BaFin on
May 2
nd
and launched on May 4
th
F-4 declared effective by SEC on May 3
rd
and proxy
statement mailed on May 10
th |
 16
1) All estimates using IBES consensus. Figures converted at a €/$ exchange rate
of 1.45 as of 6 May 2011; 2) 2011E earnings determined by multiplying 2011E
EPS by fully diluted shares outstanding (NYX: 262mn, DB1: 186mn) 3) Includes
impact of run-rate synergies of €550mn taxed at a rate of 27% 4)
Based on NYX fully diluted shares of 262mn and DB1 fully diluted shares of 186mn
Illustrative sensitivity analysis
Value drivers
DB1
share
@ 60%
NYX
share
@ 40%
Total
Per
DB1
share
4
Per
NYX
share
4
Earnings power
€mn
€mn
€mn
€
$
2011 NYSE Euronext net income
2
470
2011 Deutsche Börse net income
2
825
Net income impact of full run-rate
synergies
3
402
Pro forma NYX / DB1 net income
1,018
679
1,697
5.47
3.76
Equity value upside
€bn
€bn
€bn
€
$
At current earnings multiple
13x
13.2
8.8
22.1
~71
~49
14x
14.3
9.5
23.8
~77
~53
15x
15.3
10.2
25.5
~82
~56
Dividend potential
€mn
€mn
€mn
€
$
Based on current NYX / DB1 payout
~50%
509
339
848
2.74
1.88
Cost and revenue
synergies increase
earnings power of
combined group and
result in immediate
value creation for
shareholders
Additional value
creation through
potential expansion
of price earnings
multiple
Combination creates value for shareholders
1 |
 17
Superior cash flow generation and strong balance sheet
NYSE
Euronext
and
Deutsche
Börse
have
superior
cash
flow
generation
and
strong
balance
sheets
(mn)
2.2x
1.2x
2010A EBITDA
Total debt / 2010A EBITDA
NYSE Euronext
Deutsche Börse
Credit rating:
A+ / A3
Credit rating:
AA / NR
On May 13, 2011, Deutsche Börse
distributed an ordinary dividend of €2.10 per
share
In 2010, NYSE Euronext paid an ordinary
dividend of $1.20 per share (annual
equivalent)
Since 2007A, Deutsche Börse and NYSE
Euronext have returned a combined €3.4bn /
$4.7bn of capital to shareholders
Both NYSE Euronext and Deutsche Börse have attractive dividend and capital
management policies 2007A-2010A returned capital to shareholders
Source: Company filings, FactSet; Note: Financial data as of 12/31/2010; €/$
exchange rate of 1.45 as of 5/6/2011, €/$ 1.37 for 2007 average, €/$ 1.47 for 2008, €/$ 1.39 for 2009 average and
average €/$ 1.33 for 2010 average
1) Adjusted for restructuring expenses
NYSE Euronext
Deutsche Börse
'07-'10 ordinary dividends (mn)
'07-'10 share buybacks (mn)
€
237 / $ 349
€
1,574 / $ 2,189
€
775 / $ 1,100
€
808 / $ 1,124
€
1,045 / $ 1,473
€2,349 / $ 3,288
€
838 / $ 1,114
€
1,221 / $ 1,624
1 |
 18
The combined company will have superior cash flow
generation
with
2010PF
FCF
of
~€1.5bn
/
$2.0bn
1
,
~70% more cash than its nearest competitor
This will allow the combined entity to maintain the
shareholder friendly distribution policy both Deutsche
Börse and NYSE Euronext have pursued in the past
Ratings agencies expect an improved credit profile for
NYSE Euronext as a result of a combination with
Deutsche Börse
“With the DB merger, NYX creditors would benefit from
the combined entity's broader and strategically better-
positioned franchise and stronger cash flow generation”
~ Moody’s, 2/15/2011
The combined company’s strong balance sheet will
provide financial stability to critical market infrastructure
for the benefit of issuers, and trading and clearing
participants
Source: Company filings, FactSet; Note: Financial data as of 12/31/2010; €/$
exchange rate of 1.45 as of 5/6/2011, €/$ 1.33 for 2010 average (synergies converted at €/$ 1.45 spot rate); Total debt represents face value
at maturity
1)
FCF defined as operating cash flow minus capital expenditures; Run-rate revenue
synergies of €150mn ($218mn) and cost synergies of €400mn ($580mn); Nearest peer CME generated 2010A FCF of ~€0.9/$1.2bn
2)
Adjusted for restructuring expenses
A Deutsche Börse-NYSE Euronext merger will create a leader with superior
cash flow generation and a strong balance sheet 1.2x
1.6x
PF EBITDA excl.
synergies
PF EBITDA incl.
synergies
PF debt/EBITDA
excl. synergies
PF debt/EBITDA
incl. synergies
2010PF Deutsche Börse-NYSE Euronext (mn)
Superior cash flow generation and strong balance sheet (cont’d) €
2,059 / $ 2,738
2
€
2,609 / $ 3,536
2 |
 19
Special post closing dividend of €2.00 per Holdco share
Deutsche Boerse and NYSE Euronext intend to pay a one-time special dividend
of €2.00 shortly post-closing
Translates into €2.00 for every tendered Deutsche Boerse share and €0.94
/ $1.37 for every NYSE Euronext share
Total dividend amount is expected to amount to ~€620mn / $905mn (assuming
100 percent tender acceptance by Deutsche Boerse shareholders)
Sign of the intention to continue to pursue a shareholder friendly distribution
policy while at the same time following prudent capital management
policies Underscores strength of the combined group, which will be a global
leader across the spectrum of capital markets services
Subject approval of Supervisory Board of Deutsche Boerse and Board of
Directors of NYSE Euronext on for June 16
Deal
contingent
one-time
special
dividend of
€2.00
1) €/$ exchange rate of 1.46 as of 6/6/2011 |
 20
The right transaction at the right time for both organizations
Deutsche Börse has transformed its business from a German equities market into
a world- leader in derivatives, risk management and post-trade
infrastructure NYSE Euronext has been leading the evolution of the exchange
industry, leveraging technology and brand to create a multi-asset class
global exchange model The
two
companies’
complementary
assets
combine
to
form
a
complete
market
infrastructure
portfolio
covering
trading,
risk-
and
collateral
management
as
well
as
market
data and technology
The combined group’s scale and scope will afford it unique access to growth
opportunities in a changing capital market landscape
We will continue to focus on communicating the compelling value creation of this
combination
NYSE Euronext shareholder vote is 7 July
Deutsche Börse tender offer period expires 13 July
|