–US DOJ Imposes 60-Day Comment Period Before Final US Approval
–Minority Stake in Direct Edge Key to US Antitrust Concerns
–European Regulators Still Considering Merger

WASHINGTON (MNI) – The following was issued by the U.S. Department
of Justice Thursday. (Market News International is wholly owned by
Deutsche Boerse. European regulators are expected to rule on the
Deutsche Boerse/NYSE merger proposal by early February. There was no
immediate comment from Deutsche Boerse or the New York Stock Exchange.)

Justice Department Requires Deutsche Boerse to Divest Its
Interest in Direct Edge in Order to Merge with NYSE Euronext

Divestiture Resolves Antitrust Concerns and Preserves Competition
Between Stock Exchanges in the United States

The Department of Justice announced today that it will require
Deutsche Boerse AG to direct its subsidiary International Securities
Exchange Holdings Inc. (ISE) to sell its 31.5 percent stake in Direct
Edge Holdings LLC and agree to other restrictions in order for Deutsche
Brse to proceed with its planned $9 billion merger with NYSE Euronext,
one of the two largest and most prestigious stock exchange operators in
the United States.

Direct Edge is the fourth largest stock exchange operator in the
country. The department said that the transaction, as originally
proposed, would have substantially lessened competition for displayed
equities trading services, listing services for exchange-traded
products, including exchange-traded funds, and real-time proprietary
equity data products in the United States.

The department’s Antitrust Division filed a civil antitrust lawsuit
today in U.S. District Court in Washington, D.C., to block the proposed
acquisition. At the same time, the division filed a proposed settlement
that, if approved by the court, would resolve the lawsuit and the
department’s competitive concerns. In addition to the required
divestiture of the ownership stake in Direct Edge held by Deutsche Brse
s subsidiary, the proposed settlement prohibits immediately NYSE and
Deutsche Brse from participating in the governance or business of
Direct Edge.

“Without the divestiture and other restrictions obtained by the
Justice Department, a combined NYSE and Deutsche Boerse entity could
influence the actions of Direct Edge, and thereby lessen the zeal of an
aggressive and innovative exchange competitor,” said Sharis A. Pozen,
Acting Assistant Attorney General in charge of the Department of
Justice’s Antitrust Division. “The remedy ensures that participants in
the markets for U.S. equities exchange products and services will
continue to receive the full benefits of robust competition in the form
of competitive prices and increased innovation.”

According to court documents, Deutsche Beorse’s subsidiary, ISE,
owns 31.5 percent of Direct Edge and has significant governance rights,
including certain key voting and special veto rights and the right to
appoint three members to Direct Edges board of managers, and one member
to each of the corporate boards of Direct Edges two exchanges.

Under the terms of the proposed settlement, Deutsche Brses
subsidiary, ISE, will divest its interest in Direct Edge within two
years. NYSE and Deutsche Brse are also required to provide a written
plan, prior to closing their transaction, explaining the steps they will
take to remove any Deutsche Brse affiliate from governance of Direct
Edge until the divestiture occurs. Within two calendar days of closing
the transaction, any Deutsche Brse-affiliated officer, director,
manager, employee, affiliate or agent must resign from the board of all
Direct Edge entities.

The merging parties are also prohibited from suggesting or
nominating any candidate for election to the board of any Direct Edge
entities or having any officer, director, manager, employee or agent
serve as an officer, director, manager or employee with or for any
Direct Edge entities. Under the proposed settlement’s terms, the
merging parties cannot vote, exert or attempt to exert any influence, or
even participate in nonpublic Direct Edge meetings or receive any
nonpublic information from Direct Edge, except to the extent necessary
to fulfill the requirements of the proposed settlement or financial
reporting obligations. The merging parties must also continue to
provide certain contractual services to Direct Edge, subject to a
firewall.

The divestiture of the interest in Direct Edge and related
restrictions resolve the department’s concerns about the merger’s
effects on the markets for U.S. equities exchange products and services.
The department’s Antitrust Division and the European Commission
communicated extensively throughout the course of their respective
investigations, with frequent contact between the investigative staffs,
aided by waivers provided by the merging parties.

“The open dialogue between the Antitrust Division and the European
Commission was very effective and allowed each agency to conduct its
respective investigation while mindful of ongoing work and developments
in the other jurisdiction,” said Acting Assistant Attorney General
Pozen.

Deutsche Boerse is organized under the laws of the Federal Republic
of Germany with its principal place of business located in Eschborn,
Germany. Deutsche Boerse, through a series of subsidiaries, owns ISE, a
Delaware corporation with its principal place of business in New York
which holds a 31.5 percent equity interest in Direct Edge Holdings LLC.

NYSE is a publicly traded Delaware corporation with its principal
place of business located in New York. NYSE was created by the merger
between NYSE Group Inc. and Euronext N.V. in 2007. In the United
States, it operates the New York Stock Exchange, NYSE Arca and NYSE
Amex. NYSE also generates revenue from a wide variety of
exchange-related businesses, including securities listings, trading,
data licensing and technology licensing. In 2010, NYSE earned more than
$3 billion in total revenues from sales within the United States.

Direct Edge Holdings LLC, which is not a party to the United
States’s lawsuit, is a Delaware limited liability company with its
principal place of business in Jersey City, New Jersey. Direct Edge is
the fourth largest stock exchange operator in the United States and owns
the leading EDGA and EDGX electronic stock exchanges.

As required by the Tunney Act, the proposed settlement, along with
the department’s competitive impact statement, will be published in the
Federal Register. Any person may submit written comments concerning the
proposed settlement during a 60-day comment period to James Tierney,
Chief, Networks and Technology Section, Antitrust Division, U.S.
Department of Justice, 450 Fifth Street, N.W., Suite 7100, Washington,
D.C. 20530. At the conclusion of the 60-day comment period, the court
may enter the final judgment upon a finding that it serves the public
interest.

** Market News International Washington Bureau: 202-371-2121 **

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