Deutsche Börse AG / Key word(s): Mergers & Acquisitions 16.03.2016 07:59 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. --------------------------------------------------------------------------- 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: Merger of equals between Deutsche Börse AG ("Deutsche Börse") and London Stock Exchange Group plc ("LSEG") Following approval of the Supervisory Board of Deutsche Börse, the Management Board of Deutsche Börse today concluded an agreement on the implementation of a business combination ("Merger") with LSEG under a UK holding company, HLDCO123 PLC ("UK TopCo"). Moreover, the Management Board and the Supervisory Board of Deutsche Börse consented to certain measures serving the implementation of the Merger. These essentially include (i) the announcement of UK TopCo's firm intention pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers to acquire all of the LSEG shares by way of a scheme of arrangement ("Scheme of Arrangement"), and (ii) UK TopCo's decision to submit a voluntary public takeover offer pursuant to section 10 para. 1 sentence 1 in conjunction with section 29 para. 1 and section 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) to the shareholders of Deutsche Börse AG for the acquisition of their shares by way of a securities exchange offer ("Takeover Offer"). The Management Board of Deutsche Börse and the Board of LSEG additionally confirmed their belief that the Merger represents 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 combined group will be managed by a unitary board of the UK holding company composed of equal numbers of LSEG and Deutsche Börse directors. Following completion, Donald Brydon, Chairman of LSEG, will become Chairman of the combined group, while Joachim Faber, Chairman of the Supervisory Board of Deutsche Börse, will become Deputy Chairman of the Board and Senior Independent Director of the combined group. Carsten Kengeter, CEO of Deutsche Börse, will assume the role of CEO and executive director of the combined group, while David Warren, CFO of LSEG, will assume the role of CFO and executive director of the combined group. The combined group will maintain its headquarters in London and Frankfurt, with an efficient distribution of central corporate functions in both locations. The parties to the Merger expect that the combination will offer significant value creation potential. Total recurring cost synergies of EUR 450 million per annum, being equivalent to approximately 20 per cent of the combined group's 2015 adjusted operating costs of approximately EUR 2.2 billion, are expected to be achieved. The cost synergies are additional to any savings already planned by Deutsche Börse and LSEG and are expected to be realised through technology enabled efficiencies, removing duplication in the corporate centre and business segment optimisation. The parties further expect significant opportunity for revenue synergies driven by the ability of the combined group to offer both existing and new innovative products through an expanded global distribution network to both new and existing customers across buy-side and sell-side. Under the terms of the Merger, Deutsche Börse shareholders will be entitled to receive one new UK TopCo share in exchange for each Deutsche Börse share, and LSEG shareholders will be entitled to receive 0.4421 new UK TopCo shares in exchange for each LSEG share. Based on this exchange ratio, the parties anticipate that Deutsche Börse shareholders will hold around 54.4 per cent, and LSEG shareholders will hold around 45.6 per cent of share capital of UK TopCo, provided the Takeover Offer is accepted in full. The Scheme of Arrangement and the Takeover Offer are inter-conditional such that the Merger will only occur if both the Scheme of Arrangement and the Takeover Offer are completed. Above and beyond this, the Scheme of Arrangement and the Takeover Offer will also be subject to various conditions. For further details of the Scheme of Arrangement and the intended Takeover Offer, please refer to the joint announcement made by Deutsche Börse, LSEG and UK TopCo today. The Takeover Offer of UK TopCo to the shareholders of Deutsche Börse will be submitted on the basis of an offer document that is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). The Management Board and the Supervisory Board of Deutsche Börse AG will issue a reasoned statement on the Takeover Offer pursuant to section 27 of the German Securities Acquisition and Takeover Act without undue delay following publication of the offer document and - subject to fulfilling all of their legal duties in connection with the review of the offer document - recommend the shareholders of Deutsche Börse to accept the Takeover Offer. 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. 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 Deutsche Börse and LSEG about future events, and are therefore subject to risks and uncertain-ties 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 Deutsche Börse and LSEG believe that the expectations reflected in such forward-looking statements are reasonable, Deutsche Börse 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: Deutsche Börse AG Media Relations Phone: +49-(0) 69-2 11-1 15 00 E-mail: [email protected] 16.03.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------