29.03.2017
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DGAP-Adhoc: Deutsche Börse AG: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc
DGAP-Ad-hoc: Deutsche Börse AG / Key word(s): Mergers & Acquisitions
Deutsche Börse AG: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG
AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits
recommended all-share merger between Deutsche Börse AG and London Stock
Exchange Group plc
29-March-2017 / 11:04 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, 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: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG
AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits
recommended all-share merger between Deutsche Börse AG and London Stock
Exchange Group plc
The European Commission informed Deutsche Börse AG ("DBAG") today that it
has decided to prohibit the recommended all-share merger between DBAG and
London Stock Exchange Group plc ("LSEG").
Despite the remedies offered by the companies, the European Commission
concluded that the merger would significantly impede effective competition
in the common market.
The official service of the prohibition decision is expected soon. Upon
receipt of the official service by DBAG of this decision by the European
Commission, it will become impossible to fulfil the closing condition set
forth in section 14.1 B.7 (EC Merger Control) of the offer document for the
exchange offer made by HLDCO123 PLC to the shareholders of DBAG on 1 June
2016. Upon receipt of the official service of the prohibition decision, the
exchange offer will therefore automatically lapse and the co-operation
agreement entered into between amongst others DBAG and LSEG on 16 March 2016
will automatically terminate.
HLDCO123 PLC will publish the termination of the exchange offer and will
unwind (rückabwickeln) the exchange offer in accordance with the terms of
the exchange offer.
DISCLAIMER
This announcement is neither an offer to purchase, exchange or sell nor a
solicitation of an offer to purchase, exchange or sell shares. The terms and
further provisions regarding the exchange offer by HLDCO123 PLC to the
shareholders of DBAG were - to the extent not amended - set forth in the
offer document that has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
The HLDCO123 PLC shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or any other jurisdiction of the USA. Therefore,
subject to certain exceptions, HLDCO123 PLC shares may not be offered or
sold within the USA or in any other jurisdiction, where to do so would be a
violation of applicable law. There is no public offering of HLDCO123 PLC
shares in the USA.
To the extent permissible under applicable law or regulation, and in
accordance with German market practice, HLDCO123 PLC or its brokers may
purchase, or conclude agreements to purchase, DBAG shares, directly or
indirectly, outside of the scope of the exchange offer. This applies to
other securities that are directly convertible into, exchangeable for, or
exercisable for DBAG shares. These purchases may be completed via the stock
exchange at market prices or outside the stock exchange at negotiated
conditions. Any information on such purchases will be disclosed as required
by law or regulation in Germany or any other relevant jurisdiction.
This announcement contains statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of DBAG and LSEG about future
events, and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results expressed
or implied by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although DBAG and LSEG believe that the expectations reflected in
such forwardlooking statements are reasonable, DBAG and LSEG can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate
to events and depend on circumstances that will occur in the future. There
are a number of factors that could cause actual results and developments to
differ materially from those expressed or implied by such forward-looking
statements.
Contact:
Kai Fischer
Group Communications
Deutsche Börse AG
Phone: +49 69 211 1 86 73 [IMAGE]
Martin Halusa
Group Communications
Deutsche Börse AG
Telefon: +49 69 211 1 29 01 [IMAGE]
Grit Beecken
Group Communications
Deutsche Börse AG
Phone: +352 2 43 3 23 75 [IMAGE]
E-mail: [email protected]
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29-March-2017 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Deutsche Börse AG
-
60485 Frankfurt / Main
Germany
Phone: +49 (0)69 211 - 0
E-mail: [email protected]
Internet: www.deutsche-boerse.com
ISIN: DE0005810055, DE000A2AA253, DE000A1RE1W1, DE000A1R1BC6,
DE000A161W62, DE000A1684V3
WKN: 581005, A2AA25, A1RE1W, A1R1BC, A161W6, A1684V
Indices: DAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News Service
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556515 29-March-2017 CET/CEST
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