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 - Option to sell LCH.Clearnet SA to Euronext N.V. 03-Jan-2017 / 08:15 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. --------------------------------------------------------------------------- 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 RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - Option to sell LCH.Clearnet SA to Euronext N.V. Further to the announcement by Deutsche Börse AG ("DBAG") of 28 September 2016 that the London Stock Exchange Group plc ("LSEG") and LCH.Clearnet Group Limited ("LCH Group") are exploring the sale of LCH.Clearnet SA in order to address proactively antitrust concerns raised by the European Commission in relation to certain businesses and to the subsequent notification that LSEG and LCH Group have entered into exclusive discussions with Euronext N.V. ("Euronext") in this regard, LSEG and LCH Group confirmed today that they have received an irrevocable all-cash offer from Euronext to purchase LCH.Clearnet SA ("Put Option"). LSEG and LCH Group also confirmed that the terms and conditions on which any transaction would take place if the Put Option were exercised, including the all-cash consideration of EUR510 million (subject to customary adjustments), have been agreed with Euronext. A sale of LCH.Clearnet SA would be subject to review and approval by the European Commission in connection with the recommended merger of DBAG and LSEG (the "Merger"), the completion of LCH.Clearnet SA's works council consultation process, the approval by the shareholders meeting of Euronext and other customary conditions including relevant regulatory approvals. It would also be conditional on the successful closing of the Merger. 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 Deutsche Börse AG 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. If HLDCO123 PLC shares may in HLDCO123 PLC's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the exchange offer will receive, in lieu of HLDCO123 PLC shares to which it would otherwise be entitled the net cash proceeds of the sale of such HLDCO123 PLC shares. 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, Deutsche Börse AG 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 Deutsche Börse AG 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 Deutsche Börse 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 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: Kai Fischer Group Communications Deutsche Börse AG Telefon: +49 69 2 11-1 86 73 Grit Beecken Group Communications Deutsche Börse AG Phone: +352 2 43 3 23 75 E-mail: [email protected] --------------------------------------------------------------------------- 03-Jan-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 533025 03-Jan-2017 CET/CEST