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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/13/06 NYSE Group, Inc. 8-K:8,9 12/13/06 2:446K Wachtell Lipton… Katz/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 16K 2: EX-99.1 Miscellaneous Exhibit HTML 68K
Legal Disclaimer
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 Annual
Report on Form 10-K for the fiscal year ending December 31, 2005 and NYSE Euronext’s Registration Statement on
Form S-4 (File No. 333-137506), 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 Financiële 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
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 parties have filed other publicly available relevant documents concerning the proposed transaction
with the SEC. The SEC declared the
S-4 effective on November 27, 2006.
NYSE GROUP STOCKHOLDERS AND EURONEXT SHAREHOLDERS ARE URGED TO READ THE FINAL PROXY
STATEMENT/PROSPECTUS, SHAREHOLDER CIRCULAR/PROSPECTUS AND EXCHANGE OFFER PROSPECTUS REGARDING
THE PROPOSED
BUSINESS COMBINATION TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the S-4, the final proxy statement/prospectus, the final shareholder circular prospectus, and, if and when
such document becomes available, exchange offer prospectus
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, if and
when it becomes available,
exchange offer prospectus and the other documents may also be obtained for free by accessing NYSE
Group’s Web site at http://www.nyse.com.
2
Legal Disclaimer (continued)
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
relating to its annual meeting of shareholders, filed with the SEC on April 28, 2006. Additional information regarding the interests of
such potential participants is included in the S-4 and the other relevant documents
filed with the SEC. You can obtain free copies of
these documents from NYSE Group by contacting its investor relations department.
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.
3
Executing a Clear Strategic Vision
New York
Stock Exchange
Private,
member
owned, not-for-
profit
Single product
focus
Maintain status
quo; defend
listed share
NYSE Group
(NYSE: NYX)
Public, for-profit
Diversification
of products in
cash equities
and options
Industry
dynamics
necessitate
change and
innovation (e.g.,
pricing, Hybrid
Market)
NYSE
Euronext
World’s largest
exchange
group
Global
presence
across multiple
product
classes with
strong growth
characteristics
Past
Present
Future
Merger with
Archipelago
Merger with
Euronext
Transforming
the NYSE
Transforming
the Markets
4
Completed
NYSE/Archipelago
merger on March 7th
NYSE Group Has Achieved a Number of
Milestones Since Becoming Public in March
Q2 2006
Completed 28.75
million share
secondary offering
Signed a $20bn
combination
agreement with
Euronext
Implemented new
transaction pricing
on the NYSE for
NYSE-listed trading,
including elimination
of the 2% cap
Introduced new
NYSE Arca Options
trading, market
structure and pricing
Broadened product
portfolio with
acquisition of
MatchPoint Trading
and investment in
Marco Polo Network
Implemented new
transaction pricing,
including elimination of
monthly cap and
specialist commissions
Initiated Phase III of
Hybrid MarketSM
Acquired Amex’s one-
third ownership in SIAC
Announced elimination
of over 500 positions
Announced plans to
consolidate NYSE and
NASD member
regulation
Announced acquisition
of TransactTools
Q1 2006
Q3 2006
Q4 2006
Great Progress…More To Do
5
The World’s Most Recognized Exchange Brand
Founded: 1792
NYSE/Arca Merger/Public Company:
2006
Market leader in listed companies
93% of the Dow Jones Industrial
Average
85% of the S&P 500
84% of the Fortune 500
50% of Fortune’s 100 Fastest
Growing Companies
As of October 12, 2006.
Source: NYSE Data, ILX and Commscan Equidesk, excludes closed-end
funds.
Note: Data is for 1/1/01 to 9/30/06. Qualified U.S. IPO proceeds is the
aggregate proceeds raised by companies listing on U.S. exchanges that
qualify to list under the NYSE’s standards,
as measured by the aggregate
proceeds raised by qualified companies listing on U.S. exchanges.
NYSE Lists 90% of Qualified
U.S. IPO Proceeds
6
The Global Listings Market of Choice
Note: Figures denote total worldwide market capitalization for listed operating companies. LSE figure includes Main Market listings
only.
Source: World Federation of Exchanges, Reuters, Bloomberg and NYSE Group as of September 30, 2006.
Highest overall listing standards
Inclusion among global leaders
Access to diverse investor base
Specialist accountability
Value-added services and products
Long-term visibility opportunities
NYSE’s Listed Company Total Market Capitalization is $23.0 trillion
$tn
7
World’s Most Liquid Stock Exchange
Source: World Federation of Exchanges. For the nine months ended September 30, 2006.
LIQUIDITY
Largest market for listing and trading
cash equity securities in the world
PRICE
During the first nine months of 2006,
NYSE Group provided best quoted
prices in NYSE–listed securities 91% of
the time
LOWER VOLATILITY AND TIGHTER
SPREADS
Volatility is generally lower and spreads
are tighter for stocks listed on the NYSE
compared to other markets
CERTAINTY OF EXECUTION
One of the most reliable trading
networks with high fill rates
Highest Quality Market
2006 YTD Average Daily Value of Trading ($ bn)
8
Well Positioned for Growth and Profitability
Transaction Related
Listings
Market Data
Cash Equities
Transaction revenue growth
driven by new pricing
Overall market growth driven
by Hybrid
ETFs
Leading position in fast
growing market
Options
Introduction of new trading
platform, pricing, and market
structure in Q3 2006
Bonds
Leverage NYSE Arca
technology
Expand inventory from 1,000
to 5,000-6,000 bonds eligible
for trading on NYSE Bonds
platform
NYSE
Strong source of recurring
revenue
Recent transfers including
Red Hat, Safeco, and Under
Armour
NYSE Arca
Expands NYSE Group’s
reach to more quality
companies
First IPO (Darwin
Professional Underwriters)
on May 19, 2006
First transfer from Nasdaq
(BFC Financial) on June 27,
2006
First transfer from Amex
(Evergreen Energy) on
September 29, 2006
First international listing
(Energy Metals) on
November 28, 2006
NYSE OpenBook®
, NYSE
Broker Volume®,
ArcaBookSM and TAQ Data
Proprietary data product
revenues grew 24% in 2005
NYSE Best Quotes launched
on November 1st
Commercialization
opportunities include:
NYSE InfoToolsSM
Quantitative Information
Products
New cash equity and multi-
asset class data products
9
Initial Results of Hybrid Phase III are Encouraging
87.4%
86.7%
% of Time Setting or Matching NBBO
98.9%
-
% of Time Fast
Since Hybrid
Pre-Hybrid
73.6%
67.7%
Fill Rate at NYSE 2
3,201
2,712
Liquidity (Shares at Best Bid/Offer)
19.09
23.95
Quoted Spread (bps)
89.8%
29.0%
% of Volume Auto-Executed
(1)
Based on 793 stocks in Phase III pilot as of December 7th
. Based on the 30-day period for any stock prior to its Phase III
enablement. Weighted daily averages used for comparison. For NYSE only; does not include NYSE Arca. Source: NYSE Group.
(2)
Per SEC Rule 605, all marketable orders.
Phase III Hybrid Stocks 1
Hybrid integrates best aspects of auction market and automated trading
As of December 13th 1,331 symbols included in Phase III
10
NYSE Euronext Overview
Creating the First Multi-Product Global Exchange
Group Through Combination with Euronext
Global Cash
Equities
Global
Derivatives
New York
Amsterdam
Brussels
Lisbon
Paris
LIFFE
NYSE Arca
Options
Global branding
Multiple listing
offerings
Extended trading
hours
Common IT
platform
12
NYSE Euronext Will Be the World’s Largest
Cash Equities Marketplace
$tn
NYSE
$25.8
Euronext
Aggregate market cap is greater than that of
the next 4 exchanges combined
NYSE
Euronext
NASDAQ
Deutsche
Börse
LSE
Tokyo Stock
Exchange
Note: Figures denote total worldwide market capitalization for listed operating companies. NYSE international figure excludes domestic
companies listed on Euronext ($1.2tn), and Euronext international
figure excludes domestic and foreign companies listed on the NYSE
($3.9tn). LSE figure includes Main Market listings only.
Source: World Federation of Exchanges, Reuters, Bloomberg and NYSE Group as of September 30, 2006.
13
NYSE Euronext Will Have the Broadest Global
Exchange Product Offering
Cash Trading
US Cash Equities
European Cash Equities
US ETFs / European ETFs
Warrants
US Trading Licenses
US Fixed Income
European Fixed Income
Clearing
Derivatives
US Options
UK Options
European Options
International Futures &
Derivatives
Interest Rates
Equity Indices
Fixed Income Indices
Single Stock Futures
Commodities
Market Data & Indices
US Market Data
International Market Data
Proprietary Data Products
US Indices
European Indices
Listings
US Listings
NYSE
NYSE Arca
European Listings
International Listings
Trading Software
AEMS – Exchange trading
systems and other Institutional
offerings
GL Trade – trading systems
SIAC
14
Combination Expected to Close in Q1 2007
Proxy statement/prospectus for the combination declared effective by
the SEC on November 27, 2006
Shareholder meetings to approve combination have been scheduled
Euronext: December 19, 2006 in Amsterdam
NYSE Group: December 20, 2006 in New York
Preliminary conditional clearance granted by European College of
Regulators on December 5, 2006
Continue to work closely with SEC and all European regulators to obtain
necessary approvals
Combination anticipated to close during Q1 2007
15
NYSE Group Financial Highlights
Transaction fees - up 27%
Regulatory fees - up 35%1
Licensing, facility and equipment –
up 122%2
Compensation and benefits –
down 9%
Systems - down 16%
Pre-tax profit - up 127%
$mm
Highlights
Comparison of Q3 2005 vs. Q3 2006
Q3 2006 Strong Performance
Note: Per condensed consolidated statements of income including proforma financial measures. Revenues are net of activity assessment fees.
1 Regulatory fees generated from the SRO structure of the NYSE Group are used to fund member firm examinations and other regulatory activities.
2 Includes new revenue stream from the sale of trading licenses.
17
Strong Financial Position
NYSE Group Key Balance Sheet Indicators at September 30, 2006
No debt
Strong cash position
¹ Includes $64.6mm of Section 31 fees due to the SEC
18
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/20/06 | DEF 14A | |||
12/19/06 | ||||
Filed on / For Period End: | 12/13/06 | 425 | ||
12/5/06 | ||||
11/28/06 | DEF 14A | |||
11/27/06 | ||||
10/12/06 | ||||
9/30/06 | 10-Q | |||
9/29/06 | ||||
6/27/06 | ||||
5/19/06 | ||||
4/28/06 | DEF 14A | |||
12/31/05 | 10-K | |||
List all Filings |