DUTCH FINANCE MINISTER APPROVES NYSE/EURONEXT MERGER

UNCLAS THE HAGUE 000219 SIPDIS SIPDIS SENSITIVE STATE FOR EUR/UBI (RREITER) USDOC FOR 4212/USFCS/MAC/EURA/OWE/DCALVERT TREASURY FOR IMI/OASIA/VATUKORALA PARIS ALSO FOR OECD STATE PLEASE PASS FEDERAL RESERVE USEU FOR JENNIFER UNDERWOOD E.O. 12356: N/A TAGS: EFIN ECON EINV ELAB NL SUBJECT: DUTCH FINANCE MINISTER APPROVES NYSE/EURONEXT MERGER REF: A) THE HAGUE 12 B) 06 THE HAGUE 2275 C) 06 THE HAGUE 1864 D) 06 THE HAGUE 1726 E) THE HAGUE 1391 F) 06 PARIS 7892 THIS MESSAGE IS SENSITIVE BUT UNCLASSIFIED. IT CONTAINS PROPRIETARY INFORMATION. PLEASE HANDLE ACCORDINGLY. ¶1. (SBU) Dutch Finance Minister Zalm signed on February 2 a declaration of no objection that will allow the NYSE and Euronext to merge. Legally based in the Netherlands, Euronext requires a license in the form of a "declaration of no objection" from the Dutch Finance Ministry (MOF) to operate. A MOF official told Econoff on January 5 that the outstanding issue of U.S. sanctions against targeted countries (administered by the U.S. Treasury's Office of Foreign Assets Control, OFAC) had been settled in an exchange of letters between the MOF and OFAC, as well as in a statement from OFAC. See ref A and previous for background on this issue. ¶2. (SBU) The approved license contains provisions designed to discourage U.S. regulations like Sarbanes-Oxley from being applied to European firms listed on a combined exchange. For example, such provisions include the possibility for the Dutch MOF to trigger the activities of a Dutch and Delaware foundation (ref F) which would take over Euronext shares if such U.S. regulations were found to apply in the future. NYSE and Euronext will now take steps to finalize the merger, including the issuance of an official bid. ARNALL