Euronext - Offer > Other shareholders

The offer is not open to the public outside of the United States, France and Belgium. Outside of these jurisdictions the offer is open only to persons permitted to participate in accordance with the laws of their jurisdiction of residence. In Europe, the offer is generally speaking open only to Euronext shareholders who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive, and is subject to further restrictions depending on the specific jurisdiction. Set out below is information with respect to certain jurisdictions:

Italy
Neither this communication nor the attached document, nor any information contained herein or therein constitutes an offer or an advertisement of an offer to sell or exchange the Shares, within the meaning of article 1, paragraph 1, letter (v) of Italian legislative decree n. 58 of February 24, 1998. This communication, the attached document and the information contained herein or therein are intended only for the use of its recipient and are not to be directed, distributed or communicated to any person resident or located in Italy for any reason. Any of such distribution or communication will result in a breach of Law. Each recipient is solely responsible for ensuring that he will not direct, communicate or distribute this communication, the attached document and/or any information contained herein or therein to any third party.
Germany
This communication does not constitute a public offering of securities in Germany. No securities prospectus has been, or will be, published in Germany in connection with the Exchange Offer. Therefore, in Germany, the Exchange Offer is only made to qualified investors (qualifizierte Anleger) within the meaning of the German Securities Prospectus Act (Wertpapier-Prospektgesetz).
UK
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as "relevant persons"). The NYSE Euronext shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such NYSE Euronext shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Netherlands
This communication does not constitute a public offering of securities in the Netherlands. No securities prospectus has been, or will be, published in the Netherlands in connection with the Exchange Offer. Therefore, in the Netherlands, the Exchange Offer is only made to qualified investors (gekwalificeerde beleggers) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
We refer non-Francophone shareholders who are eligible under the laws of their jurisdictions of residence to participate in the offer to the English-language offering documents that are being used in connection with the offer in the United States and to U.S. persons. Non-U.S. persons may consult them for information only; such documents are being used only in connection with the offer in the United States and to U.S. persons.

To access this page I represent and warrant that I will use the data and information herein at my own risk.

Legal information

06/06/2007	NYSE Euronext Launches Statutory Buy-Out Procedure for Remaining Euronext N.V. Shares
23/04/2007	Offer result
23/04/2007	NYSE Euronext offer for Euronext shares results in 97.77% of voting rights tendered
30/03/2007	Reopening of the offer
30/03/2007	Offer result
27/03/2007	NYSE Euronext offer for Euronext shares is successful
16/02/2007	Prospectus of NYSE Euronext, Inc. - Offer to exchange

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 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 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 prospectus that also constitutes a definitive proxy statement of NYSE Group (the "NYSE proxy statement/prospectus") and a prospectus that also constitutes a shareholder circular of Euronext (the "Euronext shareholder circular/prospectus"). Both of these documents are included as prospectuses included in the Registration Statement on Form S-4 (File No. 333-137506), as amended (the "S-4") filed with the SEC by NYSE Euronext that also contains additional information and includes the form of an exchange offer prospectus.

NYSE GROUP INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE NYSE GROUP PROXY STATEMENT/PROSPECTUS, AND EURONEXT SHAREHOLDERS ARE URGED TO READ THE EURONEXT SHAREHOLDER CIRCULAR/PROSPECTUS BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION.

You may obtain a free copy of the S-4, the NYSE Group proxy statement/prospectus and the Euronext shareholder circular prospectus (and will be able to obtain the final version of the exchange offer prospectus, if and when it becomes 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 NYSE Group proxy statement/prospectus and the other documents may also be obtained for free by accessing NYSE Group's Web site at www.nyse.com, or by contacting NYSE Group's investor relations department. The Euronext shareholder circular/prospectus may also be obtained for free by accessing Euronext's Web site at www.euronext.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 Euronext's and NYSE Group's respective executive officers and directors in NYSE Group's proxy statement/prospectus and Euronext's shareholder circular/prospectus as described above. Additional information regarding the interests of such potential participants have been included in the NYSE Group proxy statement/prospectus and the Euronext shareholder circular/prospectus and in the S-4.

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.

Subject to satisfaction of certain conditions, NYSE Euronext will file a tender offer for Euronext shares. An information document ("note d'information") and a response document ("note en réponse") will be filed with the Autorité des Marchés Financiers (AMF) in France and will be available on the websites of the AMF (www.amf-france.org) and Euronext (www.euronext.com) and may be obtained free of charge from Euronext.

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