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: February 28, 2006
On February 27, 2006, New York Stock Exchange, Inc. (the "NYSE") issued the
following news release:
NYSE/ARCHIPELAGO MERGER GAINS FINAL SEC APPROVAL
--TRANSACTION TO CLOSE MARCH 7, 2006--
--FIRST SHARES OF NYSE GROUP, INC. TO TRADE MARCH 8, 2006--
New York, Feb. 27 - "We have received SEC approval of the rule filing which
completes the NYSE/Archipelago merger. The merger will close on March 7, 2006
and we plan to trade the first shares of the NYSE Group on March 8, 2006," said
John A. Thain, Chief Executive Officer, New York Stock Exchange. "This will mark
the beginning of a new era for the Exchange and America's financial markets.
"As a for-profit, publicly held company, the NYSE Group will be better
positioned to grow, create value and compete globally. We will provide customers
with more choice in trading, an advanced technology platform, a broader product
mix, and listing opportunities among a wider group of companies.
"This is an exciting and historic time for the entire Exchange community, our
Archipelago partners, our customers, our future shareholders and America's
investing public."
The SEC's approval on the Exchange's rule filing related to the merger, which
was originally filed on Nov. 3, 2005 and subsequently amended, represents the
final regulatory approval required for the merger, which will combine the
world's largest equities market and the first open, all-electronic stock market
in the United States.
The merger of the New York Stock Exchange, Inc. and Archipelago Holdings, Inc.
(PCX:AX) will be the largest ever among stock exchanges and will create a global
multi-product, multi-asset class marketplace for the trading of listed and
over-the-counter equities, fixed income products, options and other derivative
products. NYSE Group, Inc. will trade on the New York Stock Exchange under the
symbol NYX.
CONTACT:
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PRESS INQUIRIES: Rich Adamonis, 212-656-2140, radamonis@nyse.com
INVESTOR RELATIONS: Gary Stein, 212-656-2183, gstein@nyse.com
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
CONTAINS 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, 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.
This correspondence 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 correspondence 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.
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