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Simpson Thacher is representing J.P. Morgan Securities LLC as financial advisor to Deutsche Börse AG (“Deutsche Börse”) in its business combination with NYSE Euronext.  The business combination will create a new Dutch holding company with dual headquarters in Frankfurt and New York.  The business combination will be effected through a merger of a subsidiary of the new holding company with NYSE Euronext and an exchange offer by the new holding company to acquire all of the shares of Deutsche Börse.  Assuming full participation by all of the Deutsche Börse shareholders in the exchange offer, former Deutsche Börse shareholders will own approximately 60% of the combined group on a fully-diluted basis and former NYSE Euronext shareholders will own approximately 40% of the combined group on a fully-diluted basis. 

The transaction is subject to approval by holders of a majority of the outstanding shares of NYSE Euronext and to a 75% acceptance level of the exchange offer to Deutsche Börse shareholders as well as approval by the relevant competition and financial, securities and other regulatory authorities in the U.S. and Europe, and other customary closing conditions.  The transaction is expected to close at the end of 2011. 

The Simpson Thacher team working on this transaction includes Rob Spatt, Michael Wolfson, Atif Azher and Jordan Taylor.