Executives of the NYSE Euronext (NYSE:NYX) have gone out of their way to dampen talk that the acquisition of the New York Stock Exchange by the Deutsche Boerse represents a foreign takeover of an iconic American institution.
After all, they say, when the deal is complete, 55% of the combined company will be owned by U.S. investors.
The American accent of the deal is lost on whomever wrote the press release announcing the deal, however.
Rather than listing financial terms for the acquisition in dollars, they are first listed in euros. The time for the conference call is listed first in Central European Time. Even the so-called Safe Harbor statement in the release -- boilerplate language that gives issuers of securities some legal protections -- uses the European “harbour” spelling.
The very terms of the deal make it clear that, rather than a merger, this is a full-fledged acquisition of the NYSE. Nine of the 15 directors are chosen by the Deutsche Boerse. Deutsche Boerse shareholders will own 60% of the combined company. (It is because Deutsche Boerse itself has some U.S. investment that executives claim 55% of the company will be American owned. But the German entity has majority control.) The company will have main offices in Frankfurt, Germany, and New York, but it will be incorporated in the Netherlands.
Leading up to the deal, there was criticism that the proposed name of DB NYSE made it too clear that Germans were in charge. To ease some of that criticism, the two companies have not yet announced a name for the combined entity.
In the meantime, they have chosen an operating name that’s as American as apple pie: Alpha Beta Netherlands Holding Nammloze Vennootschap.