Filed by NYSE Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, as amended
Subject Companies:
New York Stock Exchange, Inc.
Archipelago Holdings, Inc.
(Commission File No. 001-32274)
Date: November 3, 2005
On November 3, 2005, the New York Stock Exchange, Inc. and Archipelago Holdings,
Inc. issued the following joint press release:
NEW YORK STOCK EXCHANGE, INC. AND ARCHIPELAGO HOLDINGS, INC. ANNOUNCE DECEMBER 6
VOTE ON PROPOSED MERGER AND MAILING OF JOINT PROXY/PROSPECTUS
New York and Chicago, Nov. 3 - The New York Stock Exchange, Inc. and Archipelago
Holdings, Inc. (PXC: AX) today announced special meetings of their respective
Members and stockholders for Dec. 6, 2005 at which approval will be sought for
the proposed NYSE-Archipelago merger. Scheduling the meetings and votes reflect
that today the U.S. Securities and Exchange Commission declared effective the
Form S-4 Registration Statement of NYSE Group, Inc. with respect to the
NYSE/Archipelago merger. The NYSE and Archipelago will begin mailing the joint
proxy statement/prospectus and voting materials to its respective Members and
equity holders. Also, the NYSE filed with the SEC for publication and approval
proposed rules pertaining to the NYSE Group's corporate structure and
governance, trading licenses and other transitional matters.
"We believe that our combination with Archipelago maintains our leadership
position and fulfills our goal of becoming a global multi-product marketplace,"
said NYSE CEO John A. Thain. "Our proposed merger gives the Exchange a strong
platform for future growth, competitive positioning, and value creation.
Moreover, this transaction provides significant benefits for all Exchange
constituents, our Members and our customers."
"This combination will create a dynamic and innovative next generation exchange
to the benefit of all investors," said Jerry Putnam, CEO of Archipelago. "We
believe that together, we will be better positioned to serve our clients,
compete in the global arena and enhance value for our shareholders."
Completion of the merger requires an affirmative vote of two-thirds of the votes
cast by a quorum of NYSE Members and a majority of the outstanding shares of
Archipelago common stock. If approved, the merger will represent the
largest-ever among securities exchanges and combine the world's leading cash
equities market with the first totally open, fully electronic exchange. As
merged enterprises, the NYSE and Archipelago will become wholly owned
subsidiaries of NYSE Group Inc., a newly formed, for-profit Delaware corporation
that will be a publicly traded corporation.
The NYSE board of directors and Archipelago board of directors have unanimously
recommended that NYSE Members and Archipelago stockholders, respectively, vote
"for" the approval and adoption of the merger agreement. The NYSE and
Archipelago announced the merger on April 20, 2005. The parties expect to close
the transaction in early 2006. The joint proxy and prospectus is available at:
www.sec.gov, www. nyse.com, and www.archipelago.com.
(more)
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IMPORTANT ACQUISITION INFORMATION WITH RESPECT TO THE MERGER
In connection with the proposed merger of the New York Stock Exchange, Inc.
("NYSE") and Archipelago Holdings, Inc. ("Archipelago"), NYSE Group, Inc. has
filed a registration statement on Form S-4 with the Securities and Exchange
Commission (SEC) containing a joint proxy statement/prospectus regarding the
proposed transaction. The parties have filed other publicly available relevant
documents concerning the proposed transaction with the SEC. The SEC declared the
Registration Statement effective on November 3, 2005.
NYSE MEMBERS AND ARCHIPELAGO STOCKHOLDERS ARE URGED TO READ THE FINAL JOINT
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. NYSE members and Archipelago stockholders can
obtain a free copy of the final joint proxy statement/prospectus, as well as
other filings containing information about NYSE and Archipelago without charge,
at the SEC's website (http://www.sec.gov). Copies of the final joint proxy
statement/prospectus can also be obtained, without charge, once they are filed
with the SEC, by directing a request to the Office of the Corporate Secretary,
NYSE, 11 Wall Street, New York 10005, 212-656-2061 or to Archipelago, Attention:
Investor Relations, at 100 S. Wacker Drive, Suite 1800, Chicago, Illinois 60606
or calling (888) 514-7284.
The NYSE, Archipelago and their respective directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from Archipelago stockholders in respect of the
proposed transaction. Information regarding Archipelago's directors and
executive officers is available in Archipelago's proxy statement for its 2005
annual meeting of stockholders, dated March 31, 2005.
Additional information regarding the interests of such potential participants
will be included in the joint proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available. This press release
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 Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may contain forward-looking information
regarding the NYSE and Archipelago and the combined company after the completion
of the transactions that are intended to be covered by the safe harbor for
"forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited to, the
benefits of the business combination transaction involving NYSE and Archipelago,
including future financial and operating results, the new company's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of NYSE's and Archipelago's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the transaction on the proposed terms and schedule;
the failure of NYSE members or Archipelago shareholders to approve the
transaction; the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the transaction may
not be fully realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on pricing,
spending, third-party relationships and revenues; social and political
conditions such as war, political unrest or terrorism; general economic
conditions and normal business uncertainty. Additional risks and factors are
identified in Archipelago's filings with the Securities Exchange Commission,
including its Report on Form 10-K for the fiscal year ending December 31, 2004
which is available on Archipelago's website at http://www.Archipelago.com, and
the Registration Statement on Form S-4 filed by NYSE Group, Inc. with the SEC on
July 21, 2005 (and amended on September 24, 2005, October 24, 2005 and November
3, 2005).
You should not place undue reliance on forward-looking statements, which speak
only as of the date of this document. Except for any obligation to disclose
material information under the Federal securities laws, none of the NYSE,
Archipelago or the combined company after the completion of the transactions
undertake any obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this document.
Contact: Archipelago/Margaret Nagle
Phone: 312.442.7083
Email: margaret@archipelago.com
Contact: NYSE/Rich Adamonis
Phone: 212.656.2140
Email: radamonis@nyse.com