Deutsche Börse discloses terms and conditions on SimCorp acquisition

Deutsche Börse AG has taken a significant step in the acquisition of SimCorp A/S, global provider of investment management solutions. Following the approval from the Danish Financial Supervisory Authority (Danish FSA), the German stock exchange operator has made the Offer Document public, providing the terms and conditions of the deal.

As per the takeover agreement, Deutsche Börse will acquire all shares of SimCorp A/S (excluding treasury shares) in an all-cash transaction at a rate of DKK 735.0 per share. This development follows a definitive agreement between Deutsche Börse and SimCorp on 27th April 2023, which represents a significant milestone in the strategic expansion plans of the German exchange.

Deutsche Börse

The completion of the offer depends on Deutsche Börse fulfilling customary conditions and obtaining the required regulatory approvals. It also necessitates a minimum acceptance threshold of 50% plus one share of SimCorp’s share capital and voting rights. Based on the current timeline, the transaction is anticipated to be finalized in the third quarter of 2023.

Deutsche Börse said in the official statement:

The Board of Directors of SimCorp has unanimously resolved that it intends to recommend the shareholders of SimCorp to accept the Offer. The Board of Directors of SimCorp will publish a statement in respect of the Offer, which will include the Board of Directors’ considered statement on the Offer.

Members of the Executive Management Board and the Board of Directors of SimCorp have irrevocably undertaken to accept the Offer or otherwise sell their shares to Deutsche Börse at the offer price on the terms and conditions applicable to the Offer, subject to certain customary conditions and any restrictions applicable under the Remuneration Policy or existing incentive programme of SimCorp.

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