Attached files

file filename
8-K - FORM 8-K - NYSE Euronextd8k.htm
EX-99.1 - PRESS RELEASE, DATED FEBRUARY 15, 2011 - NYSE Euronextdex991.htm
EX-99.5 - TRANSCRIPT OF INVESTOR CONFERENCE HELD FEBRUARY 15, 2011 - NYSE Euronextdex995.htm
EX-99.2 - LETTER FROM DUNCAN NIEDERAUER - NYSE Euronextdex992.htm
EX-99.6 - TRANSACTION SUMMARY - NYSE Euronextdex996.htm
EX-99.3 - QUESTION AND ANSWER DOCUMENT PROVIDED TO EMPLOYEES OF NYSE EURONEXT - NYSE Euronextdex993.htm
February 15, 2011
CREATING THE GLOBAL LEADER IN
THE EXCHANGE INDUSTRY
Exhibit 99.4


Disclaimer
2
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination transaction, NYSE Euronext and Deutsche Börse AG expect that Alpha Beta Netherlands Holding N.V. (“Holding”), a newly formed
holding company, will file a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include (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 Börse AG shares held by U.S. holders.
When available, 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 Börse AG shareholders in the United States in connection with Holding’s offer to acquire all of the outstanding
shares of Deutsche Börse AG.  NYSE Euronext and Deutsche Börse AG also expect that Holding will file an offer document with the German Federal Financial Supervisory Authority
(Bundesanstalt für 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 Börse 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 Börse 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 Börse 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.
PARTICIPANTS IN THE SOLICITATION
NYSE Euronext, Deutsche Börse 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.
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 NYSE Euronext and Deutsche Börse 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 Börse 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.


Creating a truly global market place
3
Iconic global brand
Premier global listing venue and world leading cash
equities venue
Strong derivatives trading presence in US and EU
Fast-growing information services and technology
solutions franchise
World class technology and proven ability to
integrate
Leader in derivatives trading and clearing
Unique clearing and risk management expertise
across major asset classes (on-exchange / OTC)
Strong suite of world class settlement and custody
services
Attractive market data & analytics offering including
strong index portfolio
World class technology and proven ability to realize
cost efficiencies
The world leader in derivatives and risk
management
The largest, most recognized capital
raising venue in the world
The most compelling exchange provider of
technology services and information
content
The global pioneer in international post-
trade infrastructure and settlement
NewCo
Group


Key transaction terms
4
Transaction overview
Business
combination
between
Deutsche
Börse
and
NYSE
Euronext
100% stock consideration
Structure
Deutsche Börse
and NYSE Euronext
will combine and group their businesses under a new Dutch holding
company (“NewCo”)
NewCo
will issue shares in exchange for Deutsche Börse
shares and NYSE Euronext
shares
NewCo
exchange offer for Deutsche Börse
(75% acceptance condition)
Merger of NYSE Euronext
with U.S. subsidiary of NewCo
(>50% shareholder vote required)
NewCo
shares will be listed and traded in Frankfurt, Paris and New York
Pro-forma ownership
60% Deutsche Börse
shareholders, 40% NYSE Euronext
shareholders
Consideration
1 share of NewCo
per share of Deutsche Börse
0.4700 shares of NewCo
per share of NYSE Euronext
Initial board of directors
9 board members from Deutsche Börse
6 board members from NYSE Euronext
Group Chairman from Deutsche Börse
Chief Executive Officer from NYSE Euronext
Key management
positions
Group Chairman: Reto
Francioni
(Deutsche Börse)
Chief Executive Officer: Duncan Niederauer
(NYSE Euronext)
Executive committee comprised of 8 members (4 from Deutsche Börse, 4 from NYSE Euronext)
Headquarters /
key locations
Dual headquarters in Frankfurt and New York
Key locations across the U.S., Europe and Asia
1
Pro-forma
ownership
assumes
100%
of
Deutsche
Börse
shareholders
tender
their
shares
1


Global franchise with presence in major financial centers
5
Amsterdam
Brussels
Frankfurt
Lisbon
New York
¹
Paris
Frankfurt
¹
London
New York
Paris
Zurich
Amsterdam
Chicago
Frankfurt
¹
London
New York
Zurich
Frankfurt
London
Luxembourg
¹
New York
Porto
Prague
Singapore
Others
Frankfurt
London
Luxembourg
New York
Paris
¹
Others
²
Key
locations
1
Office
of
divisional
head;
2
Other
key
locations
include
Belfast
and
Prague
Cash Trading &
Listings
Technology Services / IT
MD&A
Derivatives
Settlement &
Custody
Global
headquarters
Chairman
Dual headquarters
CEO
General Counsel
CFO
Frankfurt
New York


Clear management and leadership structure
6
Title
Name
Prior Company
Group Chief Executive Officer
Duncan Niederauer
NYSE Euronext
President & Deputy CEO / Head of Derivatives
Andreas Preuss
Deutsche Börse
President / Head of Technology Services/IT
Dominique Cerutti
NYSE Euronext
Chief Financial Officer
Gregor Pottmeyer
Deutsche Börse
Chief Operating Officer / Head of Cash Trading & Listings
Lawrence Leibowitz
NYSE Euronext
Head of Market Data & Analytics
Frank Gerstenschläger
Deutsche Börse
General Counsel
John Halvey
NYSE Euronext
Head of Settlement & Custody
Jeffrey Tessler
Deutsche Börse
Executive committee
Board of directors –
Comprised of 17 members
Group
Chairman
Reto
Francioni,
formerly
CEO
of
Deutsche
Börse
CEO
Duncan
Niederauer,
formerly
CEO
of
NYSE
Euronext
9 independent members appointed by Deutsche Börse
6 independent members appointed by NYSE Euronext
Committees will be split 60 / 40 between Deutsche Börse
and NYSE Euronext
designees
Board meetings will alternate among key group locations


7
Representative
offices
Major operations
Revenue
by
region
¹
Employees
New York, Chicago,
San Francisco
NewCo: €1,255mn / $1,669mn
NewCo: ~1,950 employees
USA:
~1,950
Nashville, Orlando
Americas
Amsterdam, Belfast, Brussels,
Frankfurt, Lisbon, London,
Luxembourg, Paris, Prague
NewCo: €2,707mn / $3,600mn
NewCo: ~4,400 employees
Germany:
~1,600
Luxembourg:
~1,000
United Kingdom:
~700
France:
~400
Czech Republic:
~300
Netherlands:
~170
Others
~230
Dubai, Qatar
EMEA
Singapore
NewCo:  €92mn / $122mn
NewCo: ~120 employees
Singapore:
~50
China incl
HK:
~50
Japan
~20
Beijing, Hong Kong, Tokyo
Asia
Source: Company filings
1
Deutsche
Börse
revenue
by
region
represents
2010A
sales
revenue
including
net
interest
income
equally
allocated
amongst
regions;
NYSE
Euronext
revenue
by
region
represents
2010A
net
revenue;
€/$
1.33
First truly global exchange group


Creating the premier global exchange group
8
€300mn / $400mn in full run-rate cost savings and at least €100mn / $133mn 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
¹)
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
Financially
attractive
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)
Strategically
compelling
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
Long-term
benefits to all
stakeholders
1
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 


Leading scale in the exchange industry
9
Source: Company filings, Reuters broker consensus; Note: Adjusted for non-recurring items, SGX/ASX and LSE/TMX pro-forma;  €/$ 1.33, €/S$ 1.72, €/AU$ 1.31, €/£ 0.86, €/HK$
10.42, €/B$ 2.23; €/C$ 1.33;  ¹ Combined financials exclude net synergies from Deutsche Börse/NYSE Euronext combination;  ²  Reuters broker consensus as no actuals available


Leadership in major asset classes and services
10
Global derivatives, ADV (mn) – 9M 2010
Domestic market capitalization of listed issuers (tr) Dec-10
US options volume contracts, ADV (mn) – 2010
Market data & technology revenue – 2010
19.8
14.2
12.3
10.9
8.9
6.2
5.7
4.5
NewCo
NewCo
NewCo
6.6
4.4
3.9
3.7
3.0
0.4
0.1
NewCo
498
$ 663
12.3
$ 16.3
3.7
$ 4.9
2.9
$ 3.8
2.0
$ 2.7
1.1
$ 1.4
2.0
$ 2.7
558
$ 743
334
$ 444
309¹
$ 411
297
$ 395
225
$ 299
114
$ 152
102
$ 136
13.3
$ 17.8
4.3
$ 5.8
385
$ 512
Source:  Company filings, World Federation of Exchanges; Options Clearing Corporation; Futures Industry magazine;  Reuters broker consensus;  Note: €/$ 1.33, €/£ 0.86, €/SEK 9.54,
€/S$ 1.81; €/C$ 1.33; Data on US options volumes inclusive equity options and index/other; ADV = Average daily trading volume; ¹ Reuters broker consensus as no actuals available


Leading brands across the value chain
11
Pre-trade
Trading
Post-trade
Technology services
Cash Trading 
& Listings
Derivatives
Clearing
Settlement &
Custody
Market data &
Analytics
Commodities
Bclear
Clearing AG
Data & Analytics
Deutsche Börse
Systems
Clearing


Comprehensive and balanced product portfolio
12
Information Services
& Technology
18%
Derivatives
33%
Cash Trading
& Listings
49%
Deutsche Börse
net revenue mix (2010)¹
Market Data
& Analytics
10%
Derivatives
40%
Settlement &
Custody
2
38%
Cash Trading
& Listings
12%
Net revenue: €2.2bn / $2.9bn³
NYSE
Euronext
net
revenue
mix
(2010)
4
Net revenue: €1.9bn / $2.5bn
Combined net revenue mix (2010)
Market Data &
Technology
14%
Settlement &
Custody
20%
Derivatives
37%
Cash Trading
& Listings
29%
Net revenue: €4.1bn / $5.4bn
Source:
Company
filings;
Note:
€/$
1.33;
1
Deutsche
Börse
standalone
breakdown
based
on
current
segment
reporting:
Derivatives
(Eurex),
Settlement
&
Custody
(Clearstream),
Cash
Trading
&
Listings
(Xetra);
Market
data
(Market
Data
&
Analytics);
2
Includes
net
interest
income;
3
Excludes
other
operating
income;
4
NYSE
Euronext
standalone
breakdown
based on
current
segment
reporting:
Derivatives,
Cash
Trading
&
Listings,
Information
Services
and
Technology
Solutions


Full run-rate cost synergies of €300mn / $400mn by end of year 3
13
Technology
Single EU cash equities order book
Integrated complementary derivatives franchises
Combined US options platforms
Clearing
Duplicative operations and planned operating expenses
Market
operations
EU cash markets
EU derivatives market
US equity options
Corporate
Duplicative corporate & administrative overhead
Pre-tax full run-rate cost savings of €300mn / $400mn expected annually
Run-rate
Synergies (mn)
Year 1
25%
€75 / $100 
Year 2
50%
150 /   200
Year 3
100%
300 /   400
Technology
26%
Run-rate: €300mn/$400mn
Clearing
23%
Corporate
19%
Market
operations
33%
Source: Management projections
Note: Implementation and restructuring costs are estimated to be approximately 1.5-2.0x the expected full run-rate cost synergies


World-class IT infrastructure
14
Frankfurt (3 data centers)
Luxembourg (2 data centers)
Mahwah (US) + backup
Basildon
(UK) + backup
Major data
centers
Exchange Pipe
SFTI Proprietary network
Network
NYSE Liffe
Clearing
Additional plans in development
Eurex
Clearing AG
Clearing systems
Xetra
Eurex
OptimISE
UTP¹
NYSE Classic (UTP architecture)
Liffe
Connect
Trading systems
Combination of external software and
proprietary development
Combination of external software and
proprietary development
Corporate
systems
1
Universal Trading Platform


Combination will accelerate growth
15
Listing venue of
choice for
attracting issuers
globally
Leading presence
in Asian markets
through existing
investments and
technology
agreements
Attractive partner
Asian
expansion
Increase turnover
from combining
equity and
derivatives liquidity
pools
Cross-distribution
in European cash
markets
Derivatives and
cash markets
Clearing for
European cash
equities
Clearing for
European
derivatives
Clearing
Expanded client
set for hosted/
managed
technology and
data services
Extension of
STOXX index
franchise to US
market and
globally
Richer content for
pre-
and post-trade
data and analytics
products
Technology and
MD&A
Infrastructure in
place to drive
growth in new
asset classes
Emissions &
Energy –
Eurex /
BlueNext / EEX
Agriculture and
other commodities
Eurex and NYSE
Liffe
New asset
classes
Expected revenue synergies of at least €100mn / $133mn
annually, with full run-rate being achieved at end of year 3
Further growth
opportunities for NewCo


Intermediaries
Improved risk management, cost and capital
efficiencies
Cross-margining opportunities and more efficient
collateral management
Delivering value to all stakeholders
16
Shareholders
Leading scale and diversified full-service platform
Recalibrates company on attractive high growth
businesses (derivatives, clearing and technology/data
solutions)
Superior value creation through enhanced growth
profile and significant synergies
Proven integration track record
€300mn / $400mn full run-rate cost savings and at
least €100mn / $133mn in revenue synergies
expected
Immediately earnings accretive to both sets of
shareholders, excluding implementation costs
Excellent position to expand in emerging markets and
new asset classes
Investors
Creates deeper, liquid and more transparent markets
Simplifies global connectivity
Complementary customer solutions to provide full-
service offering
Global listings venue of choice
Increases visibility and global access
Issuers


Delivering value to all stakeholders
17
Regulators
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
Employees
Enhanced career opportunities across all locations of
global exchange group
Global franchise with local leadership
Opportunity to help transform the industry
Creditors
Very strong cash flow generation, operating margins
and credit profile
Geographic and product diversification
Strong competitive position across the value chain


Roadmap to completion
18
Transaction expected to close at the end of 2011
Deutsche Börse
exchange offer
File
offer
document
with
BaFin
and
SEC
Commence
exchange
offer
for
Deutsche
Börse
shares
in
Germany
and
the
U.S.
Close exchange offer
Subject to 75% acceptance condition
Regulatory process
Competition filings
Expected European Commission notification
Hart-Scott Rodino
filing in the US
Filing with relevant securities regulators
CFIUS filing if required
File prospectus / proxy statement with SEC
NYSE
Euronext
shareholder
vote
>50%
of
shares
outstanding
required
NYSE Euronext
shareholder vote


Creating the premier global exchange group
19
€300mn / $400mn in full run-rate cost savings and at least €100mn / $133mn 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
¹)
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
Financially
attractive
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)
Strategically
compelling
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
Long-term
benefits to all
stakeholders
1
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