Euronext NV and NYSE Group in Merger-of-Equals

June 1, 2006

Cleary Gottlieb is representing long-time client Euronext NV in its proposed merger-of-equals with NYSE Group Inc. to create the first transatlantic securities exchange company. Shareholders of both companies will receive shares in a new Delaware holding company called NYSE Euronext that will be listed on both the New York Stock Exchange and Euronext Paris with a market capitalization of about €15 billion/ $20 billion. Euronext shareholders will receive about 41% of the shares of NYSE Euronext and will also receive about €2.4 billion in cash.

Management of the combined company would come equally from both parties. John Thain, NYSE CEO would be CEO of the new company, and Jean-Francois Théodore, Euronext CEO, would be Deputy CEO. The chairman of the Euronext Supervisory Board would become Chairman of the new company, with NYSE Group Chairman becoming Deputy Chairman. The Board will include 11 members from the NYSE Board and 9 members form Euronext. The balanced governance structure will be incorporated in the Bylaws, with changes to these provisions requiring a supermajority vote.