Ad-hoc | 1 February 2002 07:54

Deutsche Börse AG english

Deutsche Börse and Cedel International agree acquisition terms Ad-hoc-announcement processed and transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Deutsche Börse and Cedel International agree acquisition terms The Board of Cedel International and Deutsche Börse’s Management Board have agreed the terms of an offer to be made for the acquisition of Cedel and its 50 percent ownership in Clearstream by Deutsche Börse. The offer will be subject to an affirmative vote by a two-thirds majority of Cedel shareholders and to certain further conditions, including regulatory and Deutsche Börse’s Supervisory Board approval. Should Cedel shareholders accept the offer, Deutsche Börse will own 100 percent of Clearstream and would in due course liquidate Cedel. The offer will value Clearstream at euro 3.2 billion (2.76 billion US Dollar). Cedel shareholders will thus receive euro 1.6 billion plus an amount representing the net asset value of Cedel’s other assets, estimated at no less than euro 150 million. Shareholders of Cedel will have the choice to receive either cash or shares in Deutsche Börse, subject to an overall limit on the number of new Deutsche Börse shares to be issued. The euro 3.2 billion valuation for Clearstream represents an expected multiple of approximately 20 times Clearstream’s expected net earnings in 2002, before synergies and restructuring charges. The offer is expected to be initiated no later than 28 February, 2002 and will extend for six weeks. The transaction is expected to be approximately 50 percent accretive to Deutsche Börse’s cash flow per share in the first full year of Deutsche Börse’s ownership and to be only marginally dilutive to its IAS net earnings. end of ad-hoc-announcement (c)DGAP 01.02.2002 ——————————————————————————– WKN: 581005; ISIN: DE0005810055; Index: MDAX Listed: Amtlicher Handel in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 010754 Feb 02