Filed by NYSE Euronext, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Companies:
NYSE Group, Inc.
(Commission File No. 001-32829)
Euronext N.V.
November 21, 2006
On November 21, 2006, NYSE Group, Inc. and Euronext N.V. issued the
following joint press release:
[NYSE GROUP LOGO] [EURONEXT LOGO]
ANNOUNCEMENT RELATED TO NYSE GROUP-EURONEXT COMBINATION
New York and Paris, Nov. 21, 2006 -- Within the framework of the proposed
merger, NYSE Group, Inc. (NYSE: NYX) and Euronext N.V. (Euronext) have agreed
that following their combination the NYSE Euronext Board of Directors will be
composed of an equal number of Americans (11) and Europeans (11). The Board of
Directors will be composed of 22 directors, including: the directors of NYSE
Group (including both Chairman and Chief Executive Officer), the members of the
Euronext Supervisory Board (including the Chairman of the Euronext Supervisory
Board), and the Chief Executive Officer of Euronext, and one European to be
designated. It will be the decision of the Nomination Committee and the Board of
Directors, both equally composed of Americans and Europeans, to maintain this
parity.
CONTACT:
NYSE GROUP, INC.: Rich Adamonis, 212-656-2140, radamonis@nyse.com
EURONEXT N.V.: Antoinette Darpy, 33 (0) 1 4927 5375, a.darpy@euronext.com
ABOUT NYSE GROUP, INC.
NYSE Group, Inc. (NYSE:NYX) operates two securities exchanges: the New York
Stock Exchange (the "NYSE") and NYSE Arca, Inc. (formerly known as the
Archipelago Exchange, or ArcaEx(R), and the Pacific Exchange). NYSE Group is a
leading provider of securities listing, trading and market data products and
services. In the third quarter of 2006, on an average trading day, 2.2 billion
shares, valued at $80.1 billion, were traded on the exchanges of the NYSE Group.
The NYSE is the world's largest and most liquid cash equities exchange. The NYSE
provides a reliable, orderly, liquid and efficient marketplace where investors
buy and sell listed companies' common stock and other securities. On September
30, 2006, the operating companies listed on the NYSE represented a total global
market capitalization of $23.0 trillion.
NYSE Arca operates NYSE Arca, Inc., the first open, all-electronic stock
exchange in the United States, and has a leading position in trading
exchange-traded funds and exchange-listed securities. NYSE Arca, Inc. is also an
exchange for trading equity options. NYSE Arca's trading platforms provide
customers with fast electronic execution and open, direct and anonymous market
access.
NYSE Regulation, an independent not-for-profit subsidiary, regulates member
organizations through the enforcement of marketplace rules and federal
securities laws. NYSE Regulation also ensures that companies listed on the NYSE
and NYSE Arca meet their financial and corporate governance listing standards.
For more information on NYSE Group, go to: WWW.NYSE.COM.
ABOUT EURONEXT N.V.
Since its creation in 2000, Euronext has been working towards the consolidation
of financial markets by integrating local markets across Europe to provide users
with a single market that is broad, highly liquid and extremely cost effective.
After the initial three-way merger of the local exchanges of Amsterdam, Brussels
and Paris, Euronext acquired the London-based derivatives market LIFFE and
merged with the Portuguese exchange in 2002. The implementation of Euronext's
horizontal market model, designed to generate synergies by incorporating the
individual strengths and assets of each local market, has proved that the most
successful way to merge European exchanges is to apply global vision at a local
level. This unique business model has been implemented on all of Euronext's
markets, and covers technological integration, the reorganisation of activities
into cross-border, streamlined strategic business units (SBUs) and the
harmonisation of market rules and the regulatory framework.
Euronext's IT integration was completed in 2004, when a four-year migration plan
resulted in harmonised IT platforms for cash trading (NSC), derivatives (LIFFE
CONNECT(R)) and clearing. As a result, every market participant now has a single
point of access to trading. Another step forward in the rationalisation of
Euronext's IT structure was made in 2005 with the creation of Atos Euronext
Market Solutions (AEMS), an IT services-related vehicle between Euronext and
Atos Origin that is a leading global provider of technology services to the
capital markets.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this document contains forward-looking statements,
which involve a number of risks and uncertainties. NYSE Group, Inc. ("NYSE
Group"), Euronext N.V. ("Euronext") and NYSE Euronext, Inc. ("NYSE Euronext")
caution readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially from those
contained in the forward-looking information. Such forward-looking statements
include, but are not limited to, statements about the benefits of the business
combination transaction involving NYSE Group and Euronext, including estimated
revenue and cost synergies, NYSE Euronext's plans, objectives, expectations and
intentions and other statements that are not historical facts. Additional risks
and factors are identified in NYSE Group's and NYSE Euronext's filings with the
U.S. Securities Exchange Commission (the "SEC"), including NYSE Group's Report
on Form 10-K for the fiscal year ending December 31, 2005 which are available on
NYSE Group's website at http://www.nyse.com and the SEC's website at SEC's Web
site at www.sec.gov. and in Euronext's filings with the AUTORITEIT FINANCIELE
MARKTEN (Authority for the Financial Markets) in The Netherlands, including its
annual report and registration document for 2005, which is available on
Euronext's website at http://www.euronext.com. The parties undertake no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise.
ADDITIONAL INFORMATION ABOUT A PENDING TRANSACTION
In connection with the proposed business combination transaction between NYSE
Group and Euronext, a newly formed holding company, NYSE Euronext, has filed
with the SEC a Registration Statement on Form S-4 (File No. 333-137506) (the
"S-4") that includes preliminary versions of the following documents: a proxy
statement of NYSE Group, a shareholder circular of Euronext, and an exchange
offer prospectus, each of which constitutes a prospectus of NYSE Euronext. The
S-4 has not yet become effective. The parties will file other relevant documents
concerning the proposed transaction with the SEC. Following the S-4 being
declared effective by the SEC, NYSE Group intends to mail the final proxy
statement/prospectus to its shareholders and Euronext intends to mail the final
shareholder circular/prospectus and final exchange offer prospectus to its
shareholders.
Such final documents, however, are not currently available. INVESTORS AND
SECURITY HOLDERS ARE
URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS, SHAREHOLDER
CIRCULAR/PROSPECTUS AND EXCHANGE OFFER PROSPECTUS REGARDING THE PROPOSED
BUSINESS COMBINATION TRANSACTION, IF AND WHEN SUCH DOCUMENTS BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the S-4 and the final proxy statement/prospectus,
shareholder circular prospectus, and exchange offer prospectus, if and when such
documents become available, and other related documents filed by NYSE Group and
NYSE Euronext with the SEC at the SEC's Web site at www.sec.gov. The final proxy
statement/prospectus, shareholder circular/prospectus, and exchange offer
prospectus, if and when they become available, and the other documents may also
be obtained for free by accessing NYSE Group's Web site at http://www.nyse.com.
NYSE Group, Euronext and their directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from NYSE Group stockholders in respect of the proposed
business combination transaction. You can find information about NYSE Group's
executive officers and directors in NYSE Group's definitive proxy statement
filed with the SEC on April 11, 2006. You can obtain free copies of these
documents and of the final proxy statement/prospectus, if and when it becomes
available, from NYSE Group by contacting its investor relations department.
Additional information regarding the interests of such potential participants
have been included in the S-4 and will be included in the final proxy
statement/prospectus, if and when it becomes available, and the other relevant
documents filed with the SEC.
This document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. 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.