Deutsche Boerse AG (XETRA:DB1) and Nyse Euronext (NYSE:NYX) today announced that they have recommended to the Board of Directors of the holding company of the merged group, Alpha Beta Netherlands Holding N.V. ("Holdco"), to pay a one-time special dividend of €2.00 per Holdco share from Holdco's capital reserves shortly after closing of the combination of Deutsche Boerse and Nyse Euronext.
The cash distribution is subject to certain approvals and conditions being met, including the approval of the Supervisory Board of Deutsche Boerse AG and the Board of Directors of NYSE Euronext, which are both scheduled for June 16, 2011, as well as the Board of Directors of Holdco post-closing of the combination of Deutsche Boerse and NYSE Euronext. The Chairman of the Supervisory Board of Deutsche Boerse AG and the Chairman of the Board of Directors of NYSE Euronext expressed their support of the measure based on the management's financial projections and following discussions within their Boards.
Reto Francioni, Chief Executive Officer of Deutsche Boerse and future Chairman of Holdco, said: "Deutsche Boerse has consistently followed a shareholder friendly distribution policy while maintaining an excellent credit rating profile in particular for the benefit of our Eurex Clearing and Clearstream businesses. The special dividend of €2.00 per Holdco share is a sign of the new holding company's intention to pursue both shareholder value creation and prudent capital management policies, reflecting client needs in an evolving capital markets environment."
Duncan Niederauer, Chief Executive Officer of NYSE Euronext and future CEO of Holdco, said: "The ability to provide a special dividend underscores the strength of the combined group, which will be a global leader across the spectrum of capital markets services, including derivatives trading and risk management, capital raising and equities trading. The superior cash flow generation of the combined group allows us to maintain a strong balance sheet, with the ability to pay robust dividends, repurchase shares and invest in new growth opportunities in the future."
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 exchanange 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 $1.46 per euro). The total dividend amount paid out by Holdco is expected to amount to approximately €620 million / US $905 million, assuming 100 percent acceptance by Deutsche Boerse shareholders in the current exchange offer.