Recommended All-Share Merger between Deutsche Börse AG and London Stock Exchange Group plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR 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

14 December 2016

RECOMMENDED ALL-SHARE MERGER BETWEEN LONDON STOCK EXCHANGE GROUP PLC AND DEUTSCHE BÖRSE AG

Update on the European Commission Phase II Proceedings

On 28 September 2016, the European Commission announced the commencement of Phase II proceedings in connection with its review of the proposed merger between London Stock Exchange Group plc (“LSEG”) and Deutsche Börse AG (“Deutsche Börse”). 

Separately, LSEG announced on 28 September 2016 its intention to explore a potential sale of LCH SA, LCH Group Limited’s French regulated operating subsidiary, which is making good progress.

Today, as part of the on-going EU Merger Regulation process, LSEG and Deutsche Börse confirm that they have received a Statement of Objections from the European Commission in relation to the proposed merger, reflecting a narrower scope of issues.

LSEG and Deutsche Börse look forward to continuing to constructively engage with the European Commission and responding to any concerns raised.

Important information - Disclaimer:
This announcement is neither an offer to exchange, purchase or sell nor a solicitation of an offer to exchange, purchase or sell shares. The final terms and further provisions regarding the public takeover offer by HLDCO123 PLC to the shareholders of Deutsche Börse AG are – to the extent not amended by the amendments to the takeover offer published on 28 June 2016 and on 11 July 2016 – set forth in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Deutsche Börse AG shares are strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they are published, as they contain important information.

Subject to the exceptions described in the 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 HLDCO123 PLC 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, HLDCO123 PLC 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 HLDCO123 PLC shares in the USA. If HLDCO123 PLC shares may in HLDCO123 PLC’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 HLDCO123 PLC shares to which it would otherwise be entitled the net cash proceeds of the sale of such HLDCO123 PLC shares.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, HLDCO123 PLC or its brokers may purchase, or conclude agreements to purchase, Deutsche Börse AG 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 AG 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 AG and London Stock Exchange Group plc 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 AG and London Stock Exchange Group plc believe that the expectations reflected in such forward-looking statements are reasonable, Deutsche Börse AG and London Stock Exchange Group plc 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.