Deutsche Boerse : RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC

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 anti-trust 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 €510 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.
Enquiries:
Deutsche Börse AG
Kai Fischer (Group Communications) [phone]
Grit Beecken (Newsroom) [phone]
Jan Strecker (Investor Relations) [phone]
London Stock Exchange Group plc
Gavin Sullivan / Ramesh Chhabra / Lucie Holloway (Press Office) [phone]
Paul Froud (Investor Relations) [phone]
Anthony Cardew (Cardew Group) [phone]
Lucas van Praag (Fitzroy Communications) [phone]
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. 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, 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 forward-looking 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.