Empresas y finanzas

NYSE Group and Euronext N.V. Agree to a Merger of Equals; Combination Will Create The First Global Exchange; Joint Press/Analyst Conference Scheduled in Paris, Friday, June 2, 2006

NYSE Group, Inc. (NYSE: NYX) and Euronext N.V. announced
today that they have signed an agreement to combine the leading U.S.
and pan-European securities trading exchanges in a merger of equals.
This new group, to be named NYSE Euronext, will globally redefine the
marketplace for trading cash and derivatives securities, producing
significant benefits for shareholders, issuers and users.
The strategic partnership creates the world's largest and most
liquid securities marketplace with a combined market capitalisation of
around EUR 15 billion / $20 billion. With global market leadership
positions across cash equities, derivatives, market data and
technology, NYSE Euronext will be the world's most liquid marketplace,
with average daily trading value of approximately EUR 80 billion /
$100 billion, and the world's premier listing venue, with total market
capitalisation of listed companies of EUR 21,000 billion / $27
trillion.
NYSE Euronext will be a U.S. holding company, the shares of which
will be listed on the NYSE, trading in U.S. dollars, and on Euronext
Paris, trading in Euros. Its U.S. headquarters will be located in New
York, and its international headquarters in Paris and Amsterdam (which
will be the centres of operations for its international activities),
with London as the centre for its derivatives business.
Under the terms of the agreement, each share of NYSE will be
converted into one share of NYSE Euronext common stock. Euronext
shareholders will be offered the right to exchange each of their
shares for 0.980 shares of NYSE Euronext stock and EUR 21.32 in cash
and will be able to elect to receive all shares or all cash through a
"mix and match" procedure, subject to proration. Euronext will also
pay its previously announced extraordinary distribution of EUR 3 per
share.
Both parties believe the merger will create substantial value for
all stakeholders through the realisation of pre-tax annual cost and
revenue synergies estimated at EUR 295 million / $375 million. Of this
amount, approximately EUR 195 million / $250 million result from the
overall rationalisation of the combined group's IT systems and
platforms. Based on Atos Euronext Market Solutions' leading technology
and the management team's proven integration track record, over the
next three years, NYSE Euronext's three cash trading systems and three
derivatives trading systems will be migrated to a single global cash
and a single global derivatives platform. In addition, 10 data centres
(six in the U.S. and four in Europe) will be reduced to four
globally-linked data centres (two in the US, two in Europe), and four
networks will be reduced to one. These technology savings are
incremental to the previously announced technology savings expected
from the NYSE/Archipelago transaction. Furthermore, NYSE Euronext's
market leadership position in cash equities, listings and derivatives
creates opportunities to expand the combined revenue base by an
estimated EUR 80 million / $100 million over a three-year period. NYSE
Euronext will leverage the world's most recognized exchange brands to
create new products with global reach, increase its share of
international listings and materially strengthen its competitive
position in the U.S. equity derivatives market, the largest such
market in the world.
NYSE Euronext will have a balanced management team and
organization. The Chairman of NYSE Euronext's single-tier Board of
Directors will be Jan Michiel Hessels, Euronext's current Supervisory
Board Chairman, and Marshall N. Carter, NYSE's current Chairman, will
become Deputy Chairman. John A. Thain, NYSE's current Chief Executive
Officer will be Chief Executive Officer of NYSE Euronext and
Jean-Francois Theodore, Euronext's current Chief Executive Officer,
will be Deputy CEO and Head of International Operations of the
combined company. Messrs. Theodore and Thain will also join the Board
of NYSE Euronext. The Board of Directors of the combined company will
be initially comprised of 20 directors, 11 directors designated by
NYSE and 9 directors by Euronext. The balanced governance structure
will be incorporated in the NYSE Euronext by-laws. Changes to these
provisions and certain key strategic decisions may only be taken by
supermajority vote. The executive committee will be drawn equally from
each of NYSE and Euronext.
Each of NYSE Euronext's markets will continue to be regulated in
accordance with local requirements. Specifically, NYSE Euronext's
European markets will continue to be regulated by their existing
regulators, and the SEC will continue to regulate the U.S. markets.
The NYSE Euronext exchange offer for Euronext shares is expected
to be launched within 6 months, following the satisfaction of certain
conditions, including receipt of regulatory approvals and NYSE and
Euronext shareholder approval. The parties are confident that the
transaction raises no competition issues.

Jan Michiel Hessels, Chairman of the Supervisory Board of Euronext
said: "The Supervisory and Management Boards of Euronext have been
through an extensive process of identifying the best consolidation
opportunity for our shareholders, issuers, and users, and we strongly
believe NYSE is the best partner. This merger of equals, based on a
balanced governance structure, will deliver significant shareholder
value from substantial, quantified and deliverable synergies, and will
allow Euronext to play a full role in reshaping the global capital
market."
Marshall N. Carter, Chairman, NYSE Group, said: "My colleagues on
the NYSE Group Board of Directors and I are extremely pleased with the
combination agreement announced today and extremely excited by the
prospects of this transformational deal. This transaction will produce
significant synergies and outstanding value and growth opportunities,
and we look forward to working toward its completion."
Jean-Francois Theodore, CEO of Euronext, commented: "Combining
NYSE's global brand and leading cash marketplace with Euronext's
international, cross-border, and diversified product range, technology
and integration skills is the winning global platform for growth.
Moreover, this partnership will allow the successful Euronext model to
be extended further across the Eurozone and is the best way to create
a competitive European capital market."
John A. Thain, Chief Executive Officer, NYSE Group, added: "This
is an important development in the history of the NYSE, Euronext and
the global capital markets. A partnership with Euronext fulfills our
shared vision of building a truly global marketplace with great
breadth of product and geographic reach that will benefit all
investors, issuers, and our shareholders and stakeholders."

Citigroup Corporate and Investment Banking is acting as financial
advisor to NYSE Group.
In the transaction with NYSE, ABN Amro and Morgan Stanley are
acting as lead advisors of Euronext. BNP Paribas and UBS Limited are
acting as co-lead.
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Joint Press/Analyst Conference Scheduled in Paris, Friday, June 2,
2006
2:30pm (Paris) / 8:30am (New York),
Location: Palais Brongniart, Place de la Bourse, 75002 Paris;
Entrance: rue Notre Dame des Victoires
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Euronext N.V. and NYSE Group, Inc. officials will conduct a joint
press/analyst conference on Friday, June 2, 2006 in Paris at 2:30pm
(Paris) / 8:30am (New York). Press and analysts are invited to attend;
a live webcast of the conference call and phone dial-in (listen only)
will be available. A presentation that will be referenced during the
call will also be posted to the website shortly before the call
begins. Those wishing to listen to the live conference via telephone
should dial-in at least 10 minutes before the call begins.

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Live Global Telephone Dial-in Information (toll free):
Live Dial-in: +33 (0)1 72 72 01 12
Replay Dial-in: +33 (0)1 72 28 01 49 / Code 181955#

Live Webcast Information
To view the video webcast of the press/analyst conference, please
visit: http://www.nyse.com/ir

Live Satellite Feed

-- Domestic US NTSC - Galaxy 3C - Transponder 3 - Downlink
frequency : 3760 Horizontal

-- Domestic US Fiberline - Ascent Media loop #6277

-- Latin America NTSC - Pan Amsat 9 - Transponder 10c - MCPC CH 6
SA FEC 7/8 SR 27.69 Network ID 5002 Virtual Channel 6 DL Freq:
3880.0 Horizontal

-- NE Asia / Australia NTSC - Pan Amsat 8 - Transponder 17c -
Slot A SA FEC 2/3 SR 6.62 DL Freq: 4026.5 Vertical

-- SE Asia / Australia NTSC - Pan Amsat 2 - Transponder 12c -
Slot C SA FEC 2/3 SR 6.62 DL Freq: 4035.5 Horizontal

-- Russia, Middle East, Africa NTSC - Pan Amsat 10 - Transponder
16c- Slot B NDS FEC 3/4 SR 6.1113 DL Freq: 3903.5 Vertical

-- Europe PAL - Pan Amsat 9 - Transponder 10c- MCPC CH 7 SA FEC
7/8 SR 27.69 Network ID 5002 Virtual Channel 7 DL Freq: 3880.0
Horizontal

-- India PAL - Pan Amsat 12 - Transponder 08k- Slot B NDS FEC 3/4
SR 6.1113 DL Freq: 11539.5 Vertical

NYSE Group Contacts
Press: Rich Adamonis, 212-656-2140
radamonis@nyse.com
Investors: Gary Stein, 212-656-2183
gstein@nyse.com

Euronext N.V. Contacts
Press: Antoinette Darpy, +33 1 49 27 53 75
a.darpy@euronext.com
Investors: Renata Schmidt +33 1 49 27 14 94
r.schmidt@euronext.com

-- Brunswick (Press Enquiries) +44 20 7404 5959
-- Kevin Byram +44 7974 982 352
-- Andrew Garfield +44 7974 982 337
-- Kekst and Co., Inc. 212-521-4834
-- Larry Rand
-- Tulchan Communications +44 207 353 4200
-- Andrew Grant
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About Euronext N.V.

Euronext N.V. is the first genuinely cross-border exchange
organization in Europe. It provides services for regulated stock and
derivatives markets in Belgium, France, the Netherlands and Portugal,
as well as in the UK (derivatives only). It is Europe's leading stock
exchange based on trading volumes on the central order book.
Euronext is integrating its markets across Europe to provide users
with a single market that is very broad, highly liquid and extremely
cost-effective. In 2004, it completed a four-year project in which it
migrated its markets to harmonized IT platforms for cash trading
(NSC), derivatives (LIFFE CONNECT(R)) and clearing. Euronext's
development and integration model generates synergies by incorporating
the individual strengths and assets of each local market, proving that
the most successful way to merge European exchanges is to apply global
vision at a local level.
Euronext provides financial market participants with a
comprehensive range of integrated services to meet their needs. These
services range from facilitating public offerings and providing
trading facilities for cash and derivatives products to supplying
market data. Euronext's users also benefit from clearing services
provided by LCH.Clearnet, and settlement and custody through local
CSDs (central securities depositories), Group subsidiary in Portugal,
and its partnership with Euroclear. The sale of software and IT
solutions complete Euronext's range of services.

Euronext's customers include:

-- members and financial institutions that have direct access to
trading on its markets;

-- companies whose securities are listed on its markets, enabling
them to raise capital;

-- institutional and retail investors who trade on Euronext's
markets;

-- other organizations that use Euronext's technologies and
services;

-- users of financial information.

Euronext has diversified sources of revenues, which protect it
against fluctuations in the financial markets. Developments such as
the acquisition of LIFFE (the London-based derivatives market) in 2002
and the merger of Euronext's subsidiary Clearnet with the London
Clearing House in 2003 have made the Group's derivatives markets and
European clearing activities more efficient, providing benefits for
the entire European financial community.

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.

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