Filed by NYSE Group, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant
to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Companies:
NYSE Group, Inc. (Commission File No. 001-32829)
Euronext N.V.
Date: June 8, 2006
On June 7, 2006, NYSE Group, Inc. issued the following news release:
* * *
NYSE GROUP ENGAGES SOCIETE GENERALE AS FINANCIAL ADVISOR
IN PROPOSED MERGER WITH EURONEXT N.V.
New York, June 7, 2006 - NYSE Group, Inc. (NYSE: NYX) has engaged Societe
Generale Corporate & Investment Banking as a financial advisor for its business
combination proposal with Euronext N.V. Societe Generale joins Citigroup
Corporate and Investment Banking in representing NYSE Group in this friendly
transaction.
"Societe Generale is a major force in global financial markets,
particularly in Europe," said Nelson Chai, Chief Financial Officer and Executive
Vice President, NYSE Group. "Societe Generale will effectively complement
Citigroup Corporate and Investment Banking, one of the world's leading global
financial services company, as we continue to work toward the completion of this
transaction."
ABOUT SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
Present in over 45 countries across Europe, the Americas and Asia, Societe
Generale Corporate & Investment Banking is a reference bank specialising in:
o Euro capital markets. A top ten player in debt and equity segments
(bonds, securitisations, syndicated loans, equity-linked and equity issues).
o Derivatives. Among the world leaders in equity derivatives and in many
interest rate, credit, foreign exchange and commodities derivatives.
o Structured finance. A worldwide leader in export, project and structured
commodity finance.Combining innovation and quality of execution, Societe
Generale Corporate & Investment Banking provides corporates, financial
institutions and investors with value-added integrated financial solutions.
www.sgcib.com
ABOUT NYSE GROUP, INC.
NYSE Group, Inc. (NYSE:NYX) operates two securities exchanges: the New York
Stock Exchange (the "NYSE") and NYSE Arca (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.
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. Our listed
operating companies represent a total global market capitalization of over $22.9
trillion. In the first quarter 2006, on an average trading day, over 1.7 billion
shares, valued at over $65 billion, were traded on the NYSE.
NYSE Arca operates 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 is also an exchange for trading equity
options. NYSE Arca's trading platform links traders to multiple U.S. market
centers and 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. Information contained
on our website does not constitute a part of the prospectus relating to the
proposed offering.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this filing contains forward-looking statements, which
involve a number of risks and uncertainties. Euronext and the NYSE Group 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, the new company's plans, objectives, expectations and intentions
and other statements that are not historical facts. Additional risks and factors
are identified in NYSE Group's filings with the U.S. Securities Exchange
Commission (the "SEC"), including its Report on Form 10-K for the fiscal year
ending December 31, 2005 which is 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.
NOT AN OFFER
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, and applicable European regulations.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
In connection with the proposed business combination transaction, Euronext and
the NYSE Group expect that a newly formed holding company will file with the SEC
a Registration Statement on Form S-4 that will include a proxy statement of NYSE
Group that also constitutes a prospectus of the newly formed holding company.
NYSE Group will mail the proxy statement/prospectus to its stockholders and the
prospectus will be mailed to Euronext shareholders.
Investors and security holders are urged to read the proxy statement/prospectus
regarding the proposed business combination transaction if and when it becomes
available because it will contain important information.
You may obtain a free copy of the proxy statement/prospectus (if and when
available) and other related documents filed by NYSE Group and the newly formed
holding company with the SEC at the SEC's Web site at www.sec.gov. The proxy
statement/prospectus (if and when it becomes available) and the other documents
may also be obtained for free by accessing NYSE Group's Web site at
http://www.nyse.com and Euronext's website at http://www.euronext.com.
NYSE Group and its 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
proxy statement prospectus (when it becomes available) from NYSE Group by
contacting its investor relations department. Additional information regarding
the interests of such potential participants will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC when
they become available.
NYSE GROUP, INC. CONTACTS:
Press: Rich Adamonis Investor Relations: Gary Stein
Phone: 212.656.2140 Phone: 212-656-2183
Email: radamonis@nyse.com Email: gstein@nyse.com
SOCIETE GENERALE CONTACT:
Astrid Brunini
Societe Generale Corporate & Investment Banking Communication
+33 1 42 13 68 71