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: December 5, 2005
On December 5, 2005, New York Stock Exchange, Inc. posted the following news
release on its website:
* * *
IRS ISSUES FAVORABLE RULING FOR PROPOSED NYSE-ARCHIPELAGO MERGER
On December 1, 2005, the New York Stock Exchange, Inc. (the "NYSE") and
Archipelago Holdings, Inc. (PCX: AX) ("Archipelago") received a letter ruling
from the Internal Revenue Service confirming that, for U.S. federal income tax
purposes:
o any permitted dividend that may be paid by the NYSE or by Archipelago prior
to the closing of the NYSE-Archipelago merger will qualify as a
distribution within the meaning of Section 301 of the Internal Revenue Code
of 1986, as amended;
o the conversion of the NYSE from a not-for-profit corporation into a
subsidiary of NYSE Group, Inc. ("NYSE Group") pursuant to the terms of the
NYSE-Archipelago merger agreement will qualify as a transaction that is tax
free to the NYSE and NYSE Group;
o the exchange of NYSE memberships for NYSE Group common stock in the merger
will be tax free to NYSE members, except with respect to cash received in
the merger; and
o the exchange of Archipelago common stock for NYSE Group common stock in the
merger will be tax free to Archipelago shareholders, except with respect to
cash received in lieu of fractional shares of NYSE Group common stock.
The Internal Revenue Service did not issue a ruling with respect to the tax
treatment of cash received by NYSE members who receive a combination of cash and
NYSE Group common stock pursuant to the merger. For a description of the U.S.
federal income tax consequences of the proposed transactions, please refer to
the discussion under "The Mergers--Material U.S. Federal Income Tax
Consequences" beginning on page 108 of the proxy statement/prospectus, dated
November 3, 2005, filed with the Securities and Exchange Commission in
connection with the proposed NYSE-Archipelago merger.
The IRS ruling satisfies a condition of the NYSE-Archipelago merger, and
marks a significant milestone toward completion of the transaction.
* * *
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.
The NYSE, Archipelago and their respective directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from Archipelago stockholders in respect of the
proposed transaction. Information regarding Archipelago's directors and
executive officers is available in Archipelago's proxy statement for its 2005
annual meeting of stockholders, dated March 31, 2005.
Additional information regarding the interests of such potential participants is
included in the joint proxy statement/prospectus and the other relevant
documents filed with the SEC. 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.