The Management Board and the Supervisory Board recommend that the shareholders of Deutsche Börse AG accept the offer under which they will receive one share of the Dutch holding for each share in Deutsche Börse. The Dutch holding will be the joint holding company of Deutsche Börse AG and NYSE Euronext in the combined company.

Reto Francioni, CEO of Deutsche Börse AG, said: "The combination with NYSE Euronext will drive significant long-term value for all shareholders through superior cash flow generation, a strong balance sheet and a clear path to value creation. The unique growth opportunities and specific, clearly identified synergies will allow the combined company to maintain a shareholder-friendly distribution policy while providing it with the flexibility to invest, grow and innovate to meet the demands of the global marketplace."

Manfred Gentz, Chairman of the Supervisory Board of Deutsche Börse AG, said: "Management Board and Supervisory Board are convinced that this transaction is in the interest of Deutsche Börse AG and its shareholders. Management Board and Supervisory Board therefore recommend that all shareholders accept the exchange offer."

The recommendation made by the Management Board and the Supervisory Board of Deutsche Börse AG is based on the following key rationales:

Strategic aspects: Management Board and Supervisory Board of Deutsche Börse AG expect that the combination offers significant strategic opportunities for shareholders. As a leading provider of capital market services, the joint company would offer clients a global business model, product innovation and an extended choice of technological and market information solutions. Deutsche Börse's position in the global settlement and custody market will provide an excellent starting point for further enhancing the integrated capital market infrastructure services. In addition, the combination would create substantial strategic growth opportunities in Asia and Latin America.

Synergies: Management Board and Supervisory Board of Deutsche Börse AG believe that the combination will create significant cost savings and revenue synergies. Across all areas of the new company full run rate cost synergies of €400 million are expected. Based on further joint integration planning, Deutsche Börse and NYSE Euronext have also made progress on the revenue synergies.

The original expectation of at least €100 million in revenue synergies has now been increased to at least 150 million €. The incremental revenue synergies result from bundling sales opportunities and cross-selling activities that will make the combined Group the preferred partner, particularly in Asia and other emerging markets. Furthermore, by bringing together development and innovation capabilities, Deutsche Börse and NYSE Euronext expect to see stronger growth in new products and services that create lasting additional value for customers.

Participation in future value creation: Management Board and Supervisory Board of Deutsche Börse AG point out that the consideration the shareholders of Deutsche Börse AG are entitled to consists of shares in the new holding. This will enable shareholders to participate in potential future value creation in the combined company.