Statement by LSEG and Deutsche Börse

RNS Number : 1749C

London Stock Exchange Group PLC

24 June 2016

 

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

FOR IMMEDIATE RELEASE

24 June 2016

Joint announcement from London Stock Exchange Group plc ("LSEG") and Deutsche Börse AG ("Deutsche Börse")

Press Release on UK Referendum

Deutsche Börse AG ("Deutsche Börse") and London Stock Exchange Group plc ("LSEG") note the result of the UK Referendum which recorded a majority of votes in favour of leaving the European Union.

As stated in the shareholder documents published on 1 June 2016, the recommended all-share merger of LSEG and Deutsche Börse (the "Merger") is not conditional on the outcome of the Referendum. The LSEG Board and the Deutsche Börse Management Board (the "Boards") remain fully committed to the agreed and binding merger terms, and continue the process of obtaining the necessary approvals.

LSEG shareholders will be asked to approve the Scheme of Arrangement and the Merger at the Court Meeting and LSEG General Meeting on 4 July 2016 and should lodge their proxy forms by 10:00am (London time) and 10:15 am (London time) on 2 July 2016 for the Court Meeting and General Meeting, respectively. Deutsche Börse shareholders can tender their shares until the end of the exchange offer period on 12 July 2016 (24:00 hours CEST).

The Boards believe that the outcome of the Referendum does not impact the compelling strategic rationale of the Merger. The Boards further believe that the Combined Group's capabilities, including global reach, distribution network across Europe, Asia and America, brand strength, financial resources and deep customer relationships, remain well positioned to serve global customers irrespective of the result of the Referendum.

As previously announced, LSEG, Deutsche Börse and HoldCo are in ongoing and constructive dialogue with the appropriate UK and German governments and lead regulators, including the Bank of England, FCA, BaFin and the government of Hesse, to discuss the Merger, including the Referendum outcome, as well as all other relevant governments, regulators and authorities in France, Italy and other countries in which we operate. LSEG, Deutsche Börse and HoldCo will continue to seek merger control clearances in the European Union, the United States and Russia. For further detail, please refer to the Scheme Document and the HoldCo Prospectus published on 1 June 2016.

As already announced, the Referendum Committee, which is chaired by Joachim Faber and includes Ann-Kristin Achleitner, Jacques Aigrain, Donald Brydon, Paul Heiden and Erhard Schipporeit, will meet as frequently as necessary to consider the developments and their implications for the Combined Group. Full details of these arrangements are set out in detail in the Scheme Document and the HoldCo Prospectus published on 1 June 2016.

Joachim Faber, Chairman of the Supervisory Board of Deutsche Börse and Chairman of the Referendum Committee, said:

"The decision of the UK to leave the EU makes it ever more important to maintain and foster ties between the UK and Europe. We are convinced that the importance of the proposed combination of Deutsche Börse and LSEG has increased even further for our customers and will provide benefits for them as well as our shareholders and other stakeholders."

Donald Brydon, Chairman of the Board of LSEG and Chairman Designate of the Combined Group, said:

"I look forward to working with my new colleagues to create an industry-defining combination which will be a leading global market infrastructure business anchored in Europe." 

The Boards continue to believe the Merger represents a compelling opportunity for both businesses, significantly accelerating their successful and complementary growth strategies and in turn creating value for shareholders and broader stakeholders.

The Boards continue to recommend that LSEG shareholders vote in favour of the Merger and that Deutsche Börse shareholders tender their shares into the Exchange Offer.

Enquiries

London Stock Exchange Group plc

Gavin Sullivan / Lucie Holloway / Ramesh Chhabra
London Stock Exchange Group plc Press Office                                       [phone]

Paul Froud
London Stock Exchange Group plc Investor Relations                               [phone]

Anthony Cardew
Cardew Group                                                                                        [phone]

Lucas van Praag
Fitzroy Communications                                                                         [phone]

Deutsche Börse AG

Ruediger Assion / Heiner Seidel

Deutsche Börse AG Press Office                                                                                [phone]

Jan Strecker

Deutsche Börse AG Investor Relations                                                     [phone]

Notes to Editors

For further information visit: www.lseg.com or www.deutsche-boerse.com or www.mergerdocuments-db-lseg.com.

Important notices

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated by the Financial Conduct Authority, is acting as lead financial adviser to LSEG and no one else in connection with the contents of this announcement and will not be responsible to anyone other than LSEG for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for LSEG and no one else in connection with the Merger and will not be responsible to anyone other than LSEG for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Merger or any matter referred to in this announcement.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting for LSEG and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than LSEG for providing the protections afforded to its clients, or for giving advice in connection with any matter referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting as joint lead financial adviser exclusively for LSEG and no one else in connection with the Merger and the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than LSEG for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Merger, the contents of this announcement or any other matter referred to herein.

RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for LSEG and no one else in connection with the Merger and will not be responsible to anyone other than LSEG plc for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the Merger.

Societe Generale ("SG") which is a French credit institution (bank) authorised and supervised by the ECB, the Autorité de Contrôle Prudentiel et de Résolution and the Prudential Regulation Authority (PRA), and regulated by the Autorité des marchés financiers and subject to limited regulation by the FCA and the PRA. SG is acting solely for LSEG in connection with the Merger and will not be responsible to anyone other than LSEG for providing the protections afforded to the clients of SG or for providing advice in relation to the Merger or any matter referred to in this announcement.

UBS Limited ("UBS"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for LSEG and no-one else in connection with the Merger. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Merger, the contents of this announcement or any other matter referred to herein.

Perella Weinberg Partners UK LLP ("Perella Weinberg Partners"), which is authorised and regulated by the FCA, is acting as lead financial adviser to Deutsche Börse and no one else in connection with the Merger and will not be responsible to anyone other than Deutsche Börse for providing the protections afforded to its clients or for providing advice in relation to the Merger or any matter referred to in this announcement.

Merrill Lynch International ("BofA Merrill Lynch") is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. BofA Merrill Lynch is acting exclusively for Deutsche Börse as joint financial adviser and joint corporate broker and no-one else in connection with the Merger referred to in this announcement. In connection with such matters, BofA Merrill Lynch, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Merger, the contents of this announcement or any other matter referred to herein.

Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law (competent authority: ECB) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the ECB and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and FCA. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the FCA are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank is acting as joint financial adviser and joint corporate broker to Deutsche Börse and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than Deutsche Börse for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Merger or any other matters referred to herein.

HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. HSBC is acting exclusively as financial adviser to Deutsche Börse and no one else in connection with the Merger and shall not be responsible to anyone other than Deutsche Börse for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Merger or any matter referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Deutsche Börse and for no one else in connection with the Transaction and will not be responsible to anyone other than Deutsche Börse for providing the protections afforded to its clients or for providing advice in connection with the Transaction.  Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Transaction or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of the London Stock Exchange at www.londonstockexchange.com and the website of UK TopCo at www.mergerdocuments-db-lseg.com by no later than 12 noon (London time) on the business day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Terms not otherwise defined in this announcement have the meaning given to them in the Rule 2.7 announcement made on 16 March 2016.

 

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