Filed by Alpha Beta Netherlands Holding N.V.

Pursuant to Rule 425 under the Securities Act of 1933

 

Subject Companies:

NYSE Euronext

(Commission File No. 001-33392)
Deutsche Börse

January 11, 2012

Transcript of Video Message from CEO Duncan Niederauer to NYSE Euronext Employees (January 11, 2012):

Good morning everybody.  It’s Wednesday morning in New York, and once again we find our proposed merger in the news today, so I wanted to make sure that all of you heard from me directly with a little more context around what’s been spoken about in the last 24 hours, and some thoughts on the weeks ahead.

I want to be very clear:  we have not received a formal decision from DG Competition, but it certainly appears, if you look at all the news reports, that the preliminary conclusion they have reached will be to recommend that the proposed merger with DB be prohibited.

If that’s true, I would have to say that’s a pretty disappointing conclusion, but I would also add that that conclusion could only be based on the concerns that the case team raised in their initial statement of objections. Specifically, their assertions are that the derivatives industry is not global and that the OTC and Exchange Traded Derivatives Markets are not converging and therefore do not compete. 

I have to tell you I think that’s  a conclusion that results from a fundamentally flawed technical analysis that ignores the realities of the marketplace that we live and work in every day.  As The Financial Times reported last week, the fact that the derivatives industry is global is “blindingly obvious.”   I also thought that the Mercedes/BMW analogy in this morning’s FT article was similarly compelling.

So what’s next? Where do we go from here the next few weeks?

As we said in our statement yesterday, under the European Commission's formal process, any preliminary recommendation by the case team is subsequently vetted and acted on by the entire European Commission.

So over the next few weeks we’re going to continue to press our case directly with various Commissioners in the EU, both to highlight the serious flaws in the case team’s core argument, and to ensure that there is a clear understanding of the strong benefits that our combination will bring to a broad set of stakeholders in Europe.

As we’ve talked about before, these benefits are real:  €3 billion in capital efficiencies for clients and more than €2 billion in annual cost-savings for end users. It’s precious capital that can be redeployed into the real economy of Europe at this critical juncture.

 

I’ll keep you posted as we head into the final few weeks here.  Thanks for your patience, thanks for your continued hard work, and I’ll see you out there.

 

Safe Harbour Statement

In connection with the proposed business combination transaction between NYSE Euronext and Deutsche Börse AG, Alpha Beta Netherlands Holding N.V. (“Holding”), a newly formed holding company, filed, and the U.S. Securities and Exchange Commission (“SEC”) declared effective on May 3, 2011, a Registration Statement on Form F-4 with the 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 Börse AG shares held by U.S. holders. Holding has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt für 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. The acceptance period for the exchange offer expired on midnight, at the end of July 13, 2011 (Central European Daylight Savings Time), the additional acceptance period for the exchange offer expired on midnight, at the end of August 1, 2011 (Central European Daylight Savings Time). Pursuant to Section 39c of the German Takeover Act, shareholders of Deutsche Börse who had not yet accepted the exchange offer were still able to do so until midnight at the end of November 4, 2011 (Central European Time).

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 Börse 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 has not been made directly or indirectly in or into Japan, or by use of the mails or by any means or instrumentality of interstate or foreign commerce (including without limitation, facsimile transmission, telephone and the internet) 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 Börse 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 Börse 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 Deutsche Börse AG and NYSE Euronext 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 Holding, Deutsche Börse AG or NYSE Euronext undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.