Deutsche Börse AG and London Stock Exchange Group plc agree to industry-defining merger 

• Highly complementary combination across divisions and asset classes which accelerates LSEG and DBAG’s respective growth strategies and results in a significantly enhanced product offering for customers.
• Through its enhanced position in the global market infrastructure sector, well placed to adapt to industry and regulatory dynamics, able to compete globally, and create shareholder value based on a track record of execution and deep understanding of customers’ needs.
• Leading positions across multi-asset classes (derivatives, equities, fixed income, FX and energy products) and ability to service global customers across the investment, trading and risk and balance sheet management life cycle.
• Delivered through an attractive portfolio of leading businesses in capital markets, post trade, index and information services and technology with diversifiedrevenues across divisions.
• Bringing together London, a leading global financial centre, and Frankfurt, the home of the ECB and access point to Europe’s largest economy, in an industry-defining combination.
• Enhances a global footprint, strengthening the Combined Group’s reach and distribution.
• The newly formed holding company (UK TopCo) has been incorporated in the UK and has a unitary board with equal representation from LSEG and DBAG.
• LSEG plc will maintain a one-tier board system, while DBAG will maintain a two – tier board system subject to applicable co-determination rules.
• The Combined Group will have a balanced governance structure and maintain its headquarters in Frankfurt and London.
• The existing regulatory framework of all regulated entities within the Combined Group will remain unchanged, subject to customary and final regulatory approvals.
• LSEG and DBAG will continue to be subject to tax in their respective countries of incorporation.
• Delivering significant value creation through cost synergies of €450 million per annum, achieved in year three post completion, and significant opportunities for revenue synergies.

Deutsche Börse AG (XETRA: DB1) and London Stock Exchange Group (LSE:LSE) announced that they have reached agreement on the terms of a  recommended all share merger of equals (the “Merger”). Under this industrydefining combination, the companies will merge to create a leading Europe-based global markets infrastructure group, resulting in a significantly enhanced product offering for customers and in leading positions across multiple asset classes (derivatives, equities, fixed income, FX and energy products). The newly formed combined group (the “Combined Group”) will have the ability to serve global customers across the investment, trading and risk and balance sheet management life cycle. The Merger will deliver a platform of choice for risk and balance sheet management, increasing safety, resiliency and transparency in global markets.

Carsten Kengeter, Chief Executive Officer of Deutsche Börse, said: “Strengthening the link between the two leading financial cities of Europe, Frankfurt and London, and building a network across Europe with Luxemburg, Paris and Milan will strengthen European capital markets. It is the logical evolution for our companies in a fundamentally changing industry. As a combined group we will create a European player that will compete on a global basis. Shareholders will have an opportunity to benefit from this industry defining and value enhancing combination through the execution of an accelerated growth strategy and the realisation of cost and revenue synergies. It brings together two of the most respected and successful market infrastructure providers in the world to lead the way in European capital markets and set the benchmark for further growth and best-in class services.”

Xavier Rolet, Chief Executive Officer of LSEG, said: “We are creating an industrydefining 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.”

The above announcement is an advertisement and not a prospectus and LSEG  and Deutsche Börse Shareholders should not make any investment  decision in  relation to the UK TopCo Shares except on the basis of the information in the  Scheme Document, the UK TopCo prospectus and the Deutsche Börse Offer Document which are proposed to be published in due course.

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Source: Deutsche Börse

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