London Stock Exchange, Deutsche Boerse agree on merger terms, to form UK TopCo


There is an update on the proposed merger of London Stock Exchange Group Plc (LON:LSE) and Deutsche Boerse AG (ETR:DB1)…

The board of directors of LSE and the management board of Deutsche Boerse today announce that they have reached agreement on the terms of a recommended all-share merger.

The deal will be implemented via the establishment of a new UK holding company – UK TopCo, which which will acquire London Stock Exchange by way of a scheme of arrangement and will acquire Deutsche Boerse by making a securities exchange offer to all its shareholders.

Highlights:

  • LSEG, DBAG and UK TopCo have entered into a Co-operation Agreement today (16 March 2016) in connection with the Merger.
  • LSEG in London and DBAG in Frankfurt would become intermediate subsidiaries of UK TopCo.
  • LSE Shareholders will be entitled to receive 0.4421 UK TopCo Shares in exchange for each LSEG Share and DBAG Shareholders will be entitled to receive one UK TopCo Share in exchange for each DBAG Share.
  • The Merger is set to result in LSEG Shareholders owning 45.6% of UK TopCo and DBAG Shareholders owning 54.4% of UK TopCo on a fully diluted basis.

The total recurring cost synergies of EUR 450 million per year are equivalent to about 20% of the Combined Group’s 2015 adjusted operating costs of approximately EUR 2.2 billion. These cost synergies (of EUR450 million per year) are additional to any savings already planned by LSEG and DBAG and are set to be realized through technology enabled efficiencies, removing duplication in the corporate centre and business segment optimisation.

The Merger completion requires competition clearance from the relevant authorities in the European Union, the United States and Russia. As there will be formal regulatory approval and notification requirements in a number of jurisdictions, including Germany, the UK, France, Luxembourg, Italy and the US, LSEG, DBAG, and UK TopCo have started communications with a number of regulators and will open communications with the remaining regulators in due course.

The companies expect the Merger to be completed by the end of 2016 or during Q1 2017.

Commenting on today’s announcement, Xavier Rolet, CEO of London Stock Exchange Group plc said:

“We are creating an industry-defining combination which will be a leading global market infrastructure business, very well positioned to create new benefits and efficiencies for our customers and increase value for our shareholders. Our highly complementary businesses will accelerate growth. Our shareholders will also benefit from substantial cost and revenue synergies. The Combined Group will continue to be fully committed to the real economy, by supporting companies, including the 23 million SMEs across Europe that drive economic growth and job creation. We will create a European leader in global markets infrastructure.”

You can view the official announcement from LSE by clicking here.

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London Stock Exchange, Deutsche Boerse agree on merger terms, to form UK TopCo

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