23.02.2016
Deutsche Börse AG DE0005810055
DGAP-Adhoc: Deutsche Börse AG: Potential merger of equals between Deutsche Börse AG ('Deutsche Börse') and London Stock Exchange Group plc ('LSE')
Deutsche Börse AG / Key word(s): Mergers & Acquisitions
23.02.2016 15:36
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Deutsche Börse AG:Potential merger of equals between Deutsche Börse AG
("Deutsche Börse") and London Stock Exchange Group plc ("LSE")
Further to recent speculation, the Management Board of Deutsche Börse and
the Board of LSE confirm that they are in detailed discussions about a
potential merger of equals of the two businesses (the "Potential Merger").
The Potential Merger would be structured as an all-share merger of equals
under a new holding company. Under the terms of the Potential Merger,
Deutsche Börse shareholders would be entitled to receive one new share in
exchange for each Deutsche Börse share and LSE shareholders would be
entitled to receive 0.4421 new shares in exchange for each LSE share. Based
on this exchange ratio, the parties anticipate that Deutsche Börse
shareholders would hold 54.4 per cent, and LSE shareholders would hold 45.6
per cent of the enlarged issued and to be issued share capital of the
combined group. The combined group would have a unitary board composed of
equal numbers of Deutsche Börse and LSE directors.
The Management Board of Deutsche Börse and the Board of LSE believe that
the Potential Merger would represent a compelling opportunity for both
companies to strengthen each other in an industry-defining combination,
creating a leading European-based global markets infrastructure group. The
combination of Deutsche Börse and LSE's complementary growth strategies,
products, services and geographic footprint would be expected to deliver an
enhanced ability to provide a full service offering to customers on a
global basis. Deutsche Börse and LSE believe that the Potential Merger
would offer the prospect of enhanced growth, significant customer benefits
including cross-margining between listed and OTC derivatives clearing
(subject to regulatory approvals), as well as substantial revenue and cost
synergies and increased shareholder value. All key businesses of Deutsche
Börse and LSE would continue to operate under their current brand names.
The existing regulatory framework of all regulated entities within the
combined group would remain unchanged, subject to customary and final
regulatory approvals.
Discussions between the parties remain ongoing regarding the other terms
and conditions of the Potential Merger.
The formal announcement of the Potential Merger remains conditional on,
inter alia, agreement on the other terms and conditions of the Potential
Merger, satisfactory completion of customary due diligence and final
approval by the Boards of Deutsche Börse and LSE. The parties reserve the
right to a) waive these pre-conditions, b), with the agreement of the other
party, to vary the form of consideration and/or make an offer on higher or
lower terms (including the exchange ratio), albeit no revision is currently
expected, and/or c) to adjust the terms to take account of any dividend
announced, declared, made or paid by either party, save for ordinary course
dividends (consistent with past practice in timing and amount) declared or
paid prior to completion.
There can be no certainty that any transaction will occur. Any transaction
would be subject to regulatory approval, Deutsche Börse shareholders'
acceptance and LSE shareholder approval, as well as other customary
conditions.
Under the UK City Code on Takeovers and Mergers (the "Code"), the new
holding company or Deutsche Börse are required, by no later than 5.00 p.m.
on 22 March 2016 (if not extended with the consent of the UK Takeover
Panel), to do one of the following: (i) announce a firm intention to make
an offer for LSE in accordance with the Code; or (ii) announce that they do
not intend to make an offer and that they will not make an offer for LSE
for a period of 6 months.
DISCLAIMER
These materials are not for distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any
State of the United States and the District of Columbia). These materials
do not constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States.
The new shares have not been and will not be registered under the US
Securities Act of 1933 (the "US Securities Act") or under the securities
laws of any state or other jurisdiction of the United States. Accordingly,
the new shares may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into the United States
absent registration under the US Securities Act or an exemption therefrom.
There will be no public offer in the United States.
Contact:
Rüdiger Assion
Tel.: +49-69-21 11 15 00
23.02.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Deutsche Börse AG
-
60485 Frankfurt / Main
Germany
Phone: +49 (0)69 211 - 0
Fax:
E-mail: [email protected]
Internet: www.deutsche-boerse.com
ISIN: DE0005810055, DE000A1RE1W1, DE000A1R1BC6, DE000A161W62,
DE000A1684V3
WKN: 581005, A1RE1W, A1R1BC, A161W6, A1684V
Indices: DAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart; Terminbörse EUREX
End of Announcement DGAP News-Service
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