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Deutsche Börse published today the proposed statutes of a still to be created Dutch holding company (NewCo) under which Deutsche Börse and Euronext would be combined. The statutes reflect Deutsche Börse’s proposal published on 19 June 2006 for a combination with Euronext that would create a clear leader in the industry and significantly contribute to the further integration of European financial markets. The proposed statutes are published in response to continued support for this combination from key stakeholders of both companies and with a view to document federalism and balanced corporate governance as key elements of a combined group.
Furthermore, the relative attractiveness of Deutsche Börse’s proposal has further increased over the last weeks. As of August 4 Deutsche Börse’s proposal values each Euronext NV share at EUR 72.17, compared with EUR 68.82 under an alternative NYSE proposal. Both proposals should be placed on an equal footing and should both be submitted to the Euronext shareholders' meeting in order to allow Euronext shareholders to take an informed decision, for the benefit of the shareholders and other stakeholders of Euronext.
The proposed statutes of NewCo are based on the current statutes of Euronext and have been combined with elements of Deutsche Börse’s statutes. The statutes reflect the fundamental principles on which the combined group would be formed, federalism and balanced corporate governance: Each local market would continue to operate under national regulation and have proximity to customers and to issuers. At the same time capabilities and responsibilities would be distributed among the locations of the group. A balanced corporate governance model would guarantee appropriate representation of all constituents of the new group and ensures best practice in connection with shareholder rights as well as effective decision making processes. These statutes together with the proposal of equal representation by Deutsche Boerse and Euronext when constituting the initial governance bodies and management team, also would ensure a smooth but effective integration process.
Deutsche Börse said it considers the publication of the proposed statutes as a further contribution to the current discussion about the proposals for a combination with Euronext. The company confirmed it is continuing the dialogue with key stakeholders of both companies.
Detailed calculation of the current prices under Deutsche Börse’s and NYSE’s proposal
