The Supervisory Board of Deutsche Börse AG and the Board of Directors of NYSE Euronext today announced that they have approved two resolutions previously announced on June 7, 2011:
1) To recommend to the Board of Directors of the holding company of the merged group, Alpha Beta Netherlands Holding N.V. (“Holdco”), that Holdco pay a one-time special dividend of €2.00 per Holdco share shortly after closing of the combination of Deutsche Boerse and NYSE Euronext, and;
2) To indirectly purchase the remaining 50% stake in Eurex Zurich AG from Six Group and to make Deutsche Börse AG sole owner of the derivatives market as well as Six Group a shareholder in Holdco.
Background on special dividend: Based on the share exchange ratios agreed under the business combination agreement, the intended distribution translates into a special dividend of €2.00 for every Deutsche Boerse share which is tendered in the current exchange offer (exchange ratio 1:1) and into a special dividend of €0.94 / US$ 1.37 per NYSE Euronext share (exchange ratio 0.47:1 and assuming an exchange rate of $1.4576 per euro). The total dividend amount paid out by Holdco is expected to amount to approximately €620 million / US$904 million, assuming 100 percent acceptance by Deutsche Boerse shareholders in the current exchange offer. The cash distribution, payable from Holdco’s capital reserves, is subject to certain approvals and conditions being met, including the approval of the Board of Directors of Holdco post-closing of the combination of Deutsche Boerse and NYSE Euronext.
Background on Eurex ownership: Under the agreement Deutsche Börse will receive 100% of all Eurex sales and profits instead of the 85% reflected in the current consolidated accounts of Deutsche Börse Group, with economic effect as of 1 January 2012. In return, SIX Swiss Exchange AG will receive consideration of €295 million in cash and €295 million in shares of Holdco. Closing is expected to occur in 2012.