Takeover Bids | 16 March 2016 07:59

Takeover Offer; <DE0005810055>

Target company: Deutsche Börse Aktiengesellschaft; Bidder: HLDCO123 PLC

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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HLDCO123 PLC

Publication of the decision to launch a public takeover offer in accordance
with § 10 para. 1 sentence 1 in conjunction with § 29 para. 1 and § 34 of
the German Securities Acquisition and Takeover Act

Bidder:

HLDCO123 PLC
c/o Hackwood Secretaries Limited
One Silk Street
London EC2Y 8HQ
United Kingdom

incorporated in England and Wales with company number 10053870

Target Company:

Deutsche Börse Aktiengesellschaft
Mergenthalerallee 61
65760 Eschborn

registered in the commercial register of the local court of Frankfurt am
Main under HRB 32232.

ISIN: DE0005810055

On 16 March 2016, HLDCO123 PLC, a newly formed public limited company
incorporated under the laws of England and Wales (TopCo), decided to offer
to the shareholders of Deutsche Börse Aktiengesellschaft (Deutsche Börse),
by way of a voluntary public takeover offer (the Exchange Offer), to
acquire their no-par value registered shares in Deutsche Börse representing
a pro rata amount of the registered share capital of Deutsche Börse of EUR
1.00 per share (ISIN: DE0005810055) (Deutsche Börse Shares). Separately, on
the same date, TopCo announced its firm intention to make an offer, in
accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers (the
UK Code) to acquire all of the issued and to be issued share capital of
London Stock Exchange Group plc (LSEG and its shares the LSEG Shares), to
be effected by way of a scheme of arrangement (the Scheme of Arrangement).
TopCo’s acquisitions of Deutsche Börse (by way of a voluntary takeover
offer) and LSEG (by a scheme of arrangement) (together, the ‘Merger’) are
inter-conditional such that, upon completion of the Merger, TopCo will be
the holding company for the combined Deutsche Börse and LSEG groups (the
Combined Group).

The Exchange Offer will be made by way of an exchange offer. As
consideration for the Deutsche Börse Shares tendered to TopCo, Deutsche
Börse shareholders will be entitled to receive one new share in TopCo
(TopCo Share) for each Deutsche Börse Share.

As consideration for the LSEG Shares acquired by TopCo pursuant to the
Scheme of Arrangement, LSEG shareholders will be entitled to receive 0.4421
of a TopCo Share in exchange for each LSEG Share.

The completion of the Merger will be subject to certain conditions. For the
Exchange Offer, this will include, in particular, receiving necessary
antitrust clearances and other required regulatory consents as well as
achieving a minimum acceptance threshold of 75% of the sum of the Deutsche
Börse Shares existing as at the end of the acceptance period minus the
Deutsche Börse Shares held by Deutsche Börse at the time of the publication
of the offer document. It will also be conditional upon the sanction, by
the High Court of Justice in England and Wales, of the Scheme of
Arrangement, which is itself subject to certain conditions including
antitrust and regulatory clearances and approval of a majority in number of
the LSEG shareholders representing 75 per cent in value of the
shareholders, present and voting either in person or by proxy at the LSEG
shareholders’ meeting to be convened by LSEG. The Merger will also require
approval at a general meeting of LSEG by a majority of the shareholders.
The Exchange Offer and the Scheme of Arrangement are inter-conditional such
that completion of the Merger will only occur if both Exchange Offer and
the Scheme of Arrangement are completed by TopCo.

TopCo further reserves the right that, to the extent legally permissible,
the final terms and conditions of the Exchange Offer may deviate from the
above conditions and other key parameters.

The offer document for the Exchange Offer (the Deutsche Börse Offer
Document) and further notifications relating to the Exchange Offer will be
published on the internet at www.mergerdocuments-db-lseg.com.

The full text of the announcement made today by TopCo under Rule 2.7 of the
UK Code of its firm intention to make an offer to acquire all of the issued
and to be issued share capital of LSEG in connection with the Merger can be
found at www.mergerdocuments-db-lseg.com as well.

Further information on the transaction:

Following authorization by the board of directors of each of LSEG and TopCo
as well as authorization by the supervisory board and according resolution
by the management board of Deutsche Börse, Deutsche Börse and LSEG today
entered into a Co-operation Agreement relating to the implementation of the
Merger by TopCo.

Following the completion of the Merger, TopCo will seek to have its shares
admitted to a prime standard listing on the Frankfurt Stock Exchange and a
premium listing on the London Stock Exchange. It is envisaged that TopCo
Shares will be eligible for inclusion in the DAX / EuroSTOXX 50 series and
the FTSE UK Index series.

The Combined Group will have its headquarters in Frankfurt and London, with
an efficient distribution of central corporate functions in both locations.

Initially following completion, the TopCo Board will initially comprise 16
directors with Deutsche Börse and LSEG nominating 7 non-executive directors
each (including the Chairman and the Deputy Chairman and Senior Independent
Director, who are identified below). It is expected that the TopCo Board
will subsequently be reduced to 14 directors as a non-executive director
nominated by each of Deutsche Börse and LSEG will stand down. The initial
composition of the TopCo Board is as follows:

– Donald Brydon will become Chairman;

– Joachim Faber will become Deputy Chairman and Senior Independent
Director;

– Carsten Kengeter will become Chief Executive;

– David Warren will become CFO; and

– Six further non-executive directors nominated by Deutsche Börse and six
further non-executive directors nominated by LSEG.

The board of directors of TopCo will be a unitary board with equal
representation from Deutsche Börse and LSEG and will be constituted and
operate in accordance with UK Corporate Governance Code requirements.

With effect from this announcement LSEG and Deutsche Börse have established
a committee (‘Referendum Committee’) (which following completion will
become a committee of the TopCo Board), whose purpose is to consider the
ramifications of any vote for the United Kingdom to leave the European
Union on the Combined Group. The Referendum Committee has been tasked with
assessing the political impact on the business of the Combined Group of the
United Kingdom leaving the European Union, including any issues that
Deutsche Börse and LSEG and, following completion, the Topco Board
specifically requests the Referendum Committee to consider and to make
recommendations to Deutsche Börse and LSEG and, following completion, the
TopCo Board in the context of this remit. Recommendations made by the
Referendum Committee to Deutsche Börse and LSEG and, following completion,
the TopCo Board will not be binding but the directors of those entities
will each give serious consideration to the advice and recommendations put
forward by the Referendum Committee. The guiding principle for this
Referendum Committee will be that its sole concern is the best interest of
clients and shareholders of the Combined Group.

It is currently expected that the Merger will be completed by the end of Q4
2016 or during Q1 2017.

Following completion of the Merger and assuming a 100% acceptance of the
Exchange Offer, the former Deutsche Börse shareholders would own
approximately 54.4 per cent of TopCo and the former LSEG shareholders would
own approximately 45.6 per cent of TopCo on a fully diluted basis.

Pursuant to the Scheme of Arrangement, which will be effected pursuant to
the laws of England and Wales, LSEG will become a subsidiary of TopCo and
each LSEG shareholder will be entitled to receive 0.4421 of a TopCo Share
in consideration for each LSEG Share. TopCo’s acquisition of LSEG will
require the approval of a majority in number of the LSEG shareholders,
representing 75 per cent in value of the shareholders, present and voting
either in person or by proxy at the LSEG shareholders’ meeting to be
convened by LSEG for the purpose of approving the Scheme of Arrangement, as
well as the sanction of the High Court of Justice of England and Wales. The
Merger will also require approval at a general meeting of LSEG by a
majority of the shareholders.

The Merger is further subject to necessary antitrust clearances and other
required regulatory consents as well as further customary closing
conditions.

Important information:

This announcement is neither an offer to exchange or purchase nor a
solicitation of an offer to exchange or purchase shares. Moreover, this
announcement is neither an offer to purchase nor a solicitation to purchase
TopCo Shares. The final terms and further provisions regarding the public
takeover offer by TopCo to the shareholders of Deutsche Börse will be set
forth in the Deutsche Börse Offer Document and will be published once such
publication has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and
holders of Deutsche Börse shares are strongly recommended to read the
Deutsche Börse Offer Document and all other documents in connection with
the public takeover offer as soon as they are published, as they will
contain important information.

Subject to the exceptions described in the Deutsche Börse Offer Document
and any exceptions granted by the relevant regulatory authorities, a public
takeover offer is not being made directly or indirectly, in or into those
jurisdictions where to do so would constitute a violation pursuant to the
laws of such jurisdiction.

The TopCo 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, TopCo 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 TopCo Shares in
the USA. If TopCo Shares may in TopCo’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 offer will receive, in lieu of
TopCo Shares to which it would otherwise be entitled the net cash proceeds
of the sale of such TopCo Shares.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, TopCo or its brokers may purchase,
or conclude agreements to purchase, Deutsche Börse Shares, directly or
indirectly, outside of the scope of the public takeover offer, before,
during or after the acceptance period. This applies to other securities
that are directly convertible into, exchangeable for, or exercisable for
Deutsche Börse 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.

16 March 2016

HLDCO123 PLC

Board of Directors

End of the WpÜG announcement

End of WpÜG announcement

The 16.03.2016DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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