Euronext to acquire the Borsa Italiana Group and create the leading
pan-European market infrastructure
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EURONEXT TO ACQUIRE THE BORSA ITALIANA
GROUP AND CREATE THE LEADING PAN-EUROPEAN MARKET
INFRASTRUCTURE
¨Acquisition1 of
100% of London Stock Exchange Group Holdings Italia S.p.A., the
holding company of the Borsa Italiana Group2
for a cash consideration of €4,325
million3
¨The Borsa Italiana Group (€464 million
revenue and €264 million EBITDA in 2019) to play a key role in the
future operations, strategy and governance of the Combined
Group4 as its largest revenue
contributor
¨Strong support from
Cassa Depositi e Prestiti (through CDP
Equity5 (“CDPE”),
100%-owned) and Intesa Sanpaolo6
as strategic investors, with long-term
commitment to support the growth of the Borsa Italiana Group, to
attract SMEs to the capital markets and to support Euronext’s
growth ambitions
¨Creation of the leading player in
European capital markets infrastructure, strengthening Euronext’s
leadership in European cash equities, while adding significant
capabilities in fixed income trading and increasing post trade
activities with a fully-owned, multi-asset clearing house and a
scale CSD
¨Widening of the product offering across
the value chain and deepening of the liquidity pool to bring
significant benefits for European capital markets and the Italian
financial ecosystem
¨Financing of the transaction fully
secured by a bridge loan financing and long-term financing to be
implemented through a mix of (i) existing available cash, (ii) new
debt and (iii) new equity in the form of a private placement to CDP
Equity and Intesa Sanpaolo and a rights offer to Euronext’s
shareholders
¨Transaction expected to be accretive to
the adjusted EPS7 (before synergies) immediately, to generate a
total of €60 million pre-tax run-rate synergies by year 3, and to
be double digit accretive in year 3 after synergies
¨Convening of an Extraordinary General
Meeting of Shareholders to approve the transaction on 20 November
2020
The Managing
Board and the Supervisory Board of Euronext have unanimously
approved the transaction as they consider it to be in the best
interests of Euronext, its shareholders and other stakeholders, and
therefore ask that shareholders vote in favour of the resolutions
tabled at the Extraordinary General Meeting.
The Reference
Shareholders support the Proposed Combination and have each signed
an irrevocable undertaking vote in favour of the resolutions tabled
at the Extraordinary General Meeting.
Amsterdam, Brussels, Dublin, Lisbon,
Oslo, Paris and Rome – 9 October
2020 – Euronext announces that it has entered into
a binding agreement with London Stock Exchange Group plc (“LSEG”)
and London Stock Exchange Group Holdings (Italy) Limited to acquire
100% the entire issued share capital of London Stock Exchange Group
Holdings Italia SPA, the holding company of the Borsa Italiana
Group (the “Proposed Combination”), for a cash consideration of
€4,325 million3. This announcement follows the previous
announcement made on 18 September 2020 by Euronext and CDP Equity
that they had entered into exclusive discussions with LSEG
regarding the potential acquisition of the Borsa Italiana
Group.
The Proposed Combination will create a leading
European market infrastructure in the European Union, whose central
role to connect local economies to global markets is strengthened
through the creation of the number one venue for listing and
secondary markets for both debt and equity financing in Europe.
This transaction significantly enhances the scale of Euronext,
diversifies its business mix into new asset classes and strengthen
its post-trade activities. With this transaction, Euronext delivers
on its ambition to build the leading pan-European market
infrastructure.
The potential transaction is conditional upon,
amongst other things, the divestment of the Borsa Italiana Group or
a material part thereof being a condition of the European
Commission’s clearance decision for LSEG’s proposed acquisition of
Refinitiv.
Stéphane Boujnah, CEO and Chairman of the
Managing Board of Euronext said:
“The acquisition of the Borsa Italiana Group
marks a significant achievement in Euronext’s ‘Let’s Grow Together
2022’ strategic plan and a turning point in our Group’s history.
Thanks to this transaction, Euronext will significantly diversify
its revenue mix and its geographical footprint by welcoming the
market infrastructure of Italy, a G7 country and the third largest
economy in Europe. The combination of Euronext and the Borsa
Italiana Group, with the strategic support of long-term investors
such as CDP8, delivers the ambition of building the leading
pan-European market infrastructure, connecting local economies to
global capital markets. This transaction will enhance the position
of the Borsa Italiana Group within continental European capital
markets. The Proposed Combination will create the backbone of the
Capital Markets Union in Europe. The Borsa Italiana Group will
preserve its identity and integrity within Euronext’s federal
model, while benefiting from enhanced governance, best-in-class
offering and technology, to better serve the Italian capital
markets.”
The Borsa
Italiana Group overview
The Borsa Italiana Group is the integrated
Italian market infrastructure, with operations diversified across
regulated markets (Borsa Italiana), ELITE, fixed income trading
(MTS, 62.5% owned by the Borsa Italiana Group), central
counterparty clearing (CC&G), a central securities depositary
(“CSD”) (Monte Titoli) and other business lines. As of 31 August
2020, 370 companies were listed on Borsa Italiana, with a total
domestic market capitalisation of €545 billion. Between January and
August 2020, average daily volumes of c.€2.5 billion in cash equity
and more than c. €200 billion in fixed income were traded on
the Borsa Italiana Group’s markets. In 2019, the Borsa Italiana
Group generated €464 million of revenue and €264 million of
EBITDA9, and respectively €478 million and €278 million for the
last twelve months period ending on 30 June 2020.
The combined10 revenue for the Combined Group
amounted to €1.3 billion and EBITDA to €711 million for the
Financial Year 2019, and respectively €1.4 billion and €795 million
for the last twelve months period ending on 30 June 2020. Italy
will be the largest revenue contributor to the combined group with
34% of the total 2019 combined revenue. The Italian eco-system will
benefit from best-in-class offering and technology, while local
expertise in fixed-income trading and post-trade will be further
enhanced by the group’s enlarged scale.
Strategic rationale
The Proposed Combination of the Borsa Italiana
Group and Euronext will create the leading pan-European market
infrastructure. This transformational project positions the newly
formed group to deliver the ambition of further building the
backbone of the Capital Markets Union in Europe, while at the same
time supporting local economies. The Combined Group will benefit
from an attractive and more diversified geographical footprint.
The Combined Group will be:
- The #1 listing venue in Europe with more than 1,800 companies
listed and €4.4 trillion aggregate market capitalization of listed
companies11;
- The #1 venue for secondary markets in Europe, with c.€11.7
billion worth of equities traded on a daily basis12; and
- The #1 venue in equity financing, with more than €42 billion
raised in 2019 from investors to finance companies across
Europe.
The Borsa Italiana Group and Euronext will
combine their strong listing franchises to facilitate access to
equity financing for companies, with a specific focus on small and
medium-sized enterprises (“SMEs”), family-owned and tech companies,
and to develop ELITE, the international business support and
capital raising platform for ambitious and fast growing companies,
in a pan-European framework.
Borsa Italiana will join the Euronext single
order book which offers a unique gateway to investors accessing the
largest liquidity pool in Europe. This single liquidity pool is
powered by Optiq®, a proprietary state-of-the-art technology,
offering a unique entry point to all Euronext’s securities and
products to both local and global institutional and retail
investors.
Euronext will achieve enhanced business
diversification with new capabilities in fixed income trading and
clearing, as well as consolidation of CSD businesses. With the
addition of MTS, the Combined Group will operate the leading
European government bonds trading platform covering the full scope
of fixed income products. The acquisition of CC&G, a
multi-asset clearing house, will complete the post-trade value
chain by becoming the clearing house within the Combined Group and
a key pillar of the enlarged Euronext’s post-trade strategy. The
addition of Monte Titoli will more than double the size of
Euronext’s CSD franchise, increasing assets under custody from €2.2
trillion to €5.6 trillion13.
The Proposed Combination is expected to enhance
Euronext and the Borsa Italiana Group’s businesses across all their
segments. This complementarity is expected to lead to greater
benefits for investors, issuers and shareholders, creating a more
comprehensive offering, under a resilient business based on a
strong core of services.
The Borsa Italiana Group and Euronext groups
share the common ambition to support the transition towards
sustainable growth with strong Environmental, Social and Governance
culture and products, and their enlarged scale will represent a
unique opportunity to accelerate this transition.
Financial impact and synergies
potential
The Proposed Combination will provide compelling
shareholder benefits. The transaction is expected to be immediately
accretive on adjusted EPS14 before synergies and is expected to
deliver double digit accretion including run-rate synergies in year
3.
Through the Proposed Combination, the Combined
Group expects to deliver pre-tax run-rate synergies of €60 million
per annum by year 3 as follow:
- Pre-tax run-rate cost synergies of €45 million, primarily
driven by (i) migration of Borsa Italiana’s cash equity and
derivatives markets to Optiq®, Euronext’s state-of-the-art
proprietary trading platform, (ii) additional technology synergies
from co-operation of CSD businesses and (iii) leveraging the
Combined Group capabilities, processes and systems.
- Pre-tax run-rate revenue synergies of €15 million, driven by
roll-out of Euronext’s single liquidity pool and single order book
in Italy, development of a pan-European offering in derivatives
products, product cross-selling and business growth opportunities
such as deployment of corporate services in Italy and
identified opportunities to grow the span of market data and
analytics offering.
Restructuring costs to deliver those synergies
are expected to amount to €100 million.
Principal terms of the transaction and
financing
The cash consideration to be paid to LSEG for
the Proposed Combination will amount to €4,325 million15. The
consideration will be paid in cash at closing. The financing is
fully secured through a bridge loan facility underwritten by a
group of banks (Bank of America Merrill Lynch International
Designated Activity Company, Crédit Agricole Corporate and
Investment Bank, HSBC France and J.P. Morgan Securities plc.).
The final financing of the Proposed Combination
includes:
- ~€0.3 billion of use of existing cash;
- ~€1.8 billion of new debt to be issued;
- ~€2.4 billion of new equity to be issued, including (i) a
private placement (~€0.7 billion16) to CDP Equity and Intesa
Sanpaolo, two cornerstone Italian investors and (ii) a rights offer
to Euronext’s existing shareholders (including CDP Equity and
Intesa Sanpaolo)
Euronext is committed to maintaining an
investment grade credit rating aligned with its robust financial
structure, with pro forma net leverage17 estimated at 3.4x at 30
June 2020 and expected to reduce below 3x by 2022. Euronext does
not expect any change in dividend policy.
Governance, management and
supervision
As a new major country in the Euronext federal
model and as the largest revenue contributor, Italy will be
represented at group level in Euronext’s governance by Italian
representatives, among the Reference Shareholders, and also within
the Supervisory Board, the Managing Board and the College of
Regulators supervising Euronext group’s activities.
CDP Equity and Intesa Sanpaolo will join the
group of Euronext’s long-term Reference Shareholders through the
subscription of a private placement, taking place in connection
with the completion of the transaction, with CDPE acquiring a stake
of c.7.3%, in line with stakes held by the largest Reference
Shareholders of Euronext (post dilution of the private placement),
and having a representative on the Supervisory Board of Euronext.
Post dilution of the private placement, Intesa Sanpaolo will own a
c.1.3% stake.
The presence of strategic investors with long
term investment horizon such as CDP Equity and Intesa Sanpaolo,
will further support the Borsa Italiana Group and Euronext’s growth
ambitions while facilitating the access of SMEs to capital
markets.
As part of the transaction, CDP Equity and
Intesa Sanpaolo intend to become long-term Reference Shareholders.
As such, Euronext has been informed that its Reference
Shareholders, CDP Equity and Intesa Sanpaolo will enter into an
extension and amendment agreement in relation to the Reference
Shareholders’ agreement before completion of the Proposed
Combination. The Reference Shareholders (on completion of the
Proposed Combination, including CDP Equity and Intesa Sanpaolo),
acting jointly, will continue to have the right to propose one
third of Euronext’s Supervisory Board seats, which will include a
representative of CDP Equity. The amended Reference Shareholders’
agreement will provide for a three-year lock-up of certain of the
Reference Shareholders’ ordinary shares in Euronext, subject to
certain exceptions. More information on the amended Reference
Shareholders’ agreement can be found in the shareholder circular
available on www.euronext.com.
An Italian candidate will also be proposed as an
independent member of the Supervisory Board and will become the
Chair of the Combined Group.
Euronext will recommend that Commissione
Nazionale per le Società e la Borsa (“CONSOB”) is invited to join
Euronext’s College of Regulators, becoming part of the supervision
of Euronext at group level pari passu with other European
regulators with a rotating chair every semester. Direct regulatory
oversight of the Borsa Italiana Group will remain unchanged
allowing CONSOB and Banca d’Italia to continue directly supervision
of the Borsa Italiana Group’s activities.
The Borsa Italiana Group will maintain its
current functions, structure and relationships within the Italian
ecosystem and preserve its Italian identity and strengths. The
Italian CEO of the Borsa Italiana Group will join the Managing
Board of Euronext. The CEO of MTS will join the extended Managing
Board, alongside the other key leaders of large business units and
key central functions of Euronext, with group-wide responsibilities
for fixed income trading. Borsa Italiana’s knowledge, expertise and
understanding of the specific features of the Italian market will
be a fundamental element of enrichment for Euronext and will be
valued and preserved. The combined group will strengthen Borsa
Italiana as the go-to venue for listing and trading in Italy and
continue to develop their programmes to facilitate the access to
equity financing for companies, with a specific focus on SMEs.
Key businesses and some central functions of the
combined group will be based in Milan and Rome and the leadership
of the group finance function will be located in Milan.
Extraordinary General
Meeting
Euronext will convene an Extraordinary General
Meeting to be held on 20 November 2020 to submit the Proposed
Combination, private placement and rights offer for approval. A
shareholder circular with more details on the Proposed Combination
is available on www.euronext.com. Shareholders are advised to read
the whole shareholder circular carefully before making any
decision.
The Managing Board and the Supervisory Board of
Euronext have unanimously approved the transaction as they consider
it to be in the best interests of Euronext, its shareholders and
other stakeholders, and therefore ask that shareholders vote in
favour of the resolutions tabled at the Extraordinary General
Meeting.
The Reference Shareholders support the Proposed
Combination and have each signed an irrevocable undertaking vote in
favour of the resolutions tabled at the extraordinary general
meeting.
Expected timetable
Completion of the Proposed Combination will be
subject to Euronext’s and LSEG’s shareholder approvals, regulatory
approvals in Italy, the United Kingdom, the United States, Belgium
and France, declaration of non-objection from Euronext’s College of
Regulators, competition clearance in Germany, and approval of
Euronext as a suitable purchaser by the European Commission. The
potential transaction is conditional upon, amongst other things,
the divestment of the Borsa Italiana Group or a material part
thereof being a condition of the European Commission’s clearance
decision for LSEG’s proposed acquisition of Refinitiv.
The completion of the Proposed Combination is
expected in the first half of 2021.
Agenda
An analysts conference call and a
webcast will be held on 9 October 2020, at 9.15am CEST (Paris time)
/ 8.15am BST (London time):
The presentation is available on the website:
www.euronext.com/investors
To connect to the conference call, please dial:
- UK Number:
+44 203 003
2666
- FR Number:
+33 1 70 37 71 66
- NL Number:
+31 20 794 8426
- US Number:
+1 212 999 6659
- BE Number:
+32 2 792 0434
- PT Number:
+351 3 0880 2081
- IR
Number:
+353 1 436 0959
- NO
Number:
+47 2 156 3318
Password:
Euronext investor relations
Live Webcast: A live audio webcast and replay
after the call will be available via this link and on Euronext’s
Investor Relations website. The EGM convening notice, agenda and
the shareholder circular are available on
https://www.euronext.com/fr/investor-relations/shareholder-meetings
CONTACTS –
EURONEXT
Media -
mediateam@euronext.comParis Press
office
+33 1 70 48 24 45
Aurélie Cohen (Europe/Paris)
+33 1 70 48 24 17
Analysts & investors –
ir@euronext.comAurélie
Cohen
+33 1 70 48 24 17 Clément
Kubiak
+33 1 70 48 26 33
Media (Italy)
Auro
Palomba
auro.palomba@communitygroup.itRoberto
Patriarca
+39 335 650 9568 ; roberto.patriarca@communitygroup.it
APPENDIX
Alternative
Performance Measures (‘APM’)
APM used in this release are defined and should
be read as follows:
- EBITDA as the operating profit before exceptional items and
depreciation and amortisation
- EBITDA margin as the operating profit before exceptional items
and depreciation and amortisation, divided by revenue.
EBITDA presented as part of this press release
is in line with the definition presented in Chapter 5 of the
Euronext 2019 Universal Registration Document.
Adjusted EPS used in this press release is
defined as earnings per share adjusted for purchase price
allocation, exceptional items and tax related to those items, based
on a price per Ordinary Share of €102.50 as of 8 October 2020.
The Borsa
Italiana Group historical P&L
in €m,
unaudited – from the Borsa Italiana Group Management accounts |
2017 |
2018 |
2019 |
LTM 30 June 2020 |
Revenue |
436.1 |
446.9 |
463.7 |
477.9 |
Capital
Markets |
193.1 |
202.6 |
205.4 |
215.4 |
Post
Trade |
160.1 |
163.1 |
172.6 |
177.3 |
Information
Services |
43.6 |
39.4 |
42.1 |
44.0 |
Technology
Services |
27.5 |
29.6 |
30.1 |
27.9 |
Corporate and
other (including LSEG related) |
11.8 |
12.2 |
13.6 |
13.2 |
|
|
|
|
|
Operating expenses |
-218.8 |
-214.4 |
-199.3 |
-199.5 |
Staff
costs |
-89.0 |
-87.5 |
-79.9 |
-82.8 |
Other
operating expenses |
-129.9 |
-126.9 |
-119.4 |
-116.8 |
|
|
|
|
|
EBITDA |
217.3 |
232.5 |
264.4 |
278.4 |
EBITDA
Margin |
49.8% |
52.0% |
57.0% |
58.2% |
About
Euronext
Euronext is the leading pan-European market
infrastructure, connecting local economies to global capital
markets, to accelerate innovation and sustainable growth. It
operates regulated exchanges in Belgium, France, Ireland, The
Netherlands, Norway and Portugal. With close to 1,500 listed
issuers worth €3.8 trillion in market capitalisation as of end
September 2020, it has an unmatched blue chip franchise and a
strong diverse domestic and international client base. Euronext
operates regulated and transparent equity and derivatives markets
and is the largest centre for debt and funds listings in the world.
Its total product offering includes Equities, FX, Exchange Traded
Funds, Warrants & Certificates, Bonds, Derivatives, Commodities
and Indices. Euronext also leverages its expertise in running
markets by providing technology and managed services to third
parties. In addition to its main regulated market, it also operates
Euronext GrowthTM and Euronext AccessTM, simplifying access to
listing for SMEs. Euronext provides custody and
settlement services through central securities
depositories in Denmark, Norway and Portugal. For the latest
news, follow us on Twitter (twitter.com/euronext) and LinkedIn
(linkedin.com/euronext).
Disclaimer
This press release contains inside information
within the meaning of article 17(1) of Regulation (EU) 596/2014 of
the European Parliament and Council of 16 April 2014 (Market Abuse
Regulation).
NO OFFERING IS BEING MADE TO ANY PERSON
IN ANY JURISDICTION. THIS PRESS RELEASE MAY NOT BE USED FOR, OR IN
CONNECTION WITH, AND DOES NOT CONSTITUTE, OR FORM PART, AN OFFER
BY, OR INVITATION BY OR ON BEHALF OF, EURONEXT OR ANY
REPRESENTATIVE OF EURONEXT, TO PURCHASE ANY SECURITIES OR AN OFFER
TO SELL OR ISSUE, OR THE SOLICITATION TO BUY SECURITIES BY ANY
PERSON IN ANY JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN
ANY JURISDICTION BY EURONEXT THAT WOULD PERMIT AN OFFERING OF THE
ORDINARY SHARES OR POSSESSION OR DISTRIBUTION OF A PROSPECTUS IN
ANY JURISDICTION.
The Euronext ordinary shares to be issued in
connection with the Proposed Combination have not been and will not
be registered under the U.S. Securities Act of 1933, as amended
(“U.S. Securities Act”) and may not be offered or sold in the U.S.
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act.
Information Regarding Forward-Looking
Statements. This press release includes forward-looking
statements. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond
Euronext’s, the Borsa Italiana Group’s and the Combined Group's
control and all of which are based on Euronext’s, the Borsa
Italiana Group’s or the Combined Group’s current beliefs and
expectations about future events. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such
as "aim", "annualised", "anticipate", "assume", "believe",
"continue", "could", "estimate", "expect", "goal", "hope",
"intend", "may", "objective", "plan", "position", "potential",
"predict", "project", "risk", "seek", "should", "target", "will" or
"would" or the highlights or the negatives thereof, other
variations thereon or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this press release and
include statements that reflect Euronext’s, the Borsa Italiana
Group’s or the Combined Group’s intentions, beliefs or current
expectations and projections about the their respective future
results of operations, financial condition, liquidity, performance,
prospects, anticipated growth, targets, strategies and
opportunities and the markets in which they respectively operate,
and the anticipated timing of the Proposed Combination. These
forward-looking statements and other statements contained in this
press release regarding matters that are not historical facts
involve predictions. No assurance can be given that such future
results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties facing Euronext,
the Borsa Italiana Group or the Combined Group. Such risks and
uncertainties could cause actual results to vary materially from
the future results indicated, expressed or implied in such
forward-looking statements. Forward-looking statements in this
press release speak only as of the date of this press release.
Except as required by applicable laws and regulations, Euronext
expressly disclaims any obligation or undertaking to update or
revise the forward-looking statements contained in this press
release to reflect any change in its expectations or any change in
events, conditions or circumstances on which such statements are
based.
No Profit Forecasts or
Estimates. No statement in this press release is intended
to be or is to be construed as a profit forecast or estimate for
any period and no other statement in this press release should be
interpreted to mean that earnings or earnings per share for
Euronext for the current or future financial years, or those of the
Combined Group, would necessarily match or exceed the historical
published earnings or earnings per share for Euronext.
Financial Information
Financial information relating to the Borsa
Italiana Group has been extracted without material adjustment from
the unaudited financial information of the Borsa Italiana Group as
of, and for, the financial year ended 31 December 2019 and as of
and for the twelve months ended 30 June 2020. This financial
information was prepared for purposes of consolidation with LSEG’s
consolidated financial statements, and do not constitute financial
statements prepared in accordance with the International Financial
Reporting Standards as adopted by the European Union (“IFRS”).
Financial information relating to Euronext has
been extracted without material adjustment from the audited
financial statements as of, and for, the financial year ended 31
December 2019 and the unaudited financial information as of and for
the twelve months ended 30 June 2020 of Euronext and includes the
full-year impact of the 2019 and 2020 acquisitions of Oslo Børs
VPS, Nord Pool, VP Securities, Ticker, OPCVM360 and Troisième
Sens.
The combined financial information included in
this press release has not been prepared in accordance with the
requirements of the Prospectus Regulation18 nor Regulation S-X of
the U.S. Securities Act, or any generally accepted accounting
standards. Neither the assumptions underlying the adjustments nor
the resulting aggregated financial information have been audited or
reviewed in accordance with IFRS or any generally accepted auditing
standard. The combined financial information: (1) is based upon
available information and assumptions that is believed to be
reasonable under the circumstances; (2) does not purport to
represent what the actual results of operations or financial
condition would have been had the Proposed Combination occurred
with effect from the dates indicated; (3) has been derived or
extracted from the financial statements of the Borsa Italiana Group
without additional review, nor without adjustments to reflect
differences in accounting principles and methods applied; and (3)
does not purport to project results of operations or financial
condition for any future period or as of any future date. The
combined financial information includes the results of operations
and financial condition of the Proposed Combination for the periods
presented even though Euronext may not have owned or controlled
such acquired businesses for all or any of the duration of the
periods presented and would not have been permitted under IFRS to
consolidate the results of such acquired businesses in any
historical financial statements.
Financial objectives are internal objectives of
Euronext to measure its operational performance and should not be
read as indicating that Euronext is targeting such metrics for any
particular financial year. Euronext’s ability to achieve these
financial objectives is inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond Euronext’s control, and upon assumptions with
respect to future business decisions that are subject to change. As
a result, the Euronext’s actual results may vary from these
financial objectives, and those variations may be material.
Efficiencies are net, before tax and on a
run-rate basis, i.e., taking into account the full-year impact of
any measure to be undertaken before the end of the period
mentioned. The expected operating efficiencies and cost savings
were prepared on the basis of a number of assumptions, projections
and estimates, many of which depend on factors that are beyond
Euronext’s control. These assumptions, projections and estimates
are inherently subject to significant uncertainties and actual
results may differ, perhaps materially, from those projected.
Euronext cannot provide any assurance that these assumptions are
correct and that these projections and estimates will reflect
Euronext 's actual results of operations.
Transaction conditions.
Completion of the Proposed Combination is subject to the
satisfaction of a number of conditions as more fully described in
the Circular. Consequently, there can be no certainty that
completion of the Proposed Combination will be forthcoming.
This press release is for information purposes
only: it is not a recommendation to engage in investment activities
and is provided “as is”, without representation or warranty of any
kind. While all reasonable care has been taken to ensure the
accuracy of the content, Euronext does not guarantee its accuracy
or completeness. Euronext will not be held liable for any loss or
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information provided. No information set out or referred to in this
publication may be regarded as creating any right or obligation.
The creation of rights and obligations in respect of financial
products that are traded on the exchanges operated by Euronext’s
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1 Subject to conditions presented below
2 London Stock Exchange Group Holdings Italia S.p.A. and its
consolidated subsidiaries
3 Plus an additional amount reflecting the cash generated to
completion. Excluding cash and liquid assets (after deduction of
regulatory requirements) and borrowings, representing a total net
liability of €42m as of 30 June 2020
4 Euronext and its subsidiaries following completion of the
Proposed Combination (for the avoidance of doubt, including the
Borsa Italiana Group)
5 CDP Equity S.p.A.
6 Intesa Sanpaolo S.p.A
7 EPS adjusted from PPA, exceptional items and tax related to
those items, based on a price per Ordinary Share of €102.5 as of 8
October 2020.
8 Through CDP Equity investment
9 As defined in the Alternative Performance Measure section
10 Euronext and the Borsa Italiana Group 2019 financial
information based on their respective accounting policies and not
prepared on a pro-forma basis. Euronext 2019 information including
the full-year pro forma impact of the previous acquisition of Oslo
Børs VPS, Nord Pool, VP Securities, OPCVM 360, Ticker and Troisième
Sens
11 At end of August 2020
12 As of January to August 2020
13 As of August 2020
14 EPS adjusted from PPA, exceptional items and tax related to
those items, based on a price per Ordinary Share of €102.50 as of 8
October 2020.
15 Plus an additional amount reflecting the cash generated to
completion. Excluding cash and liquid assets (after deduction of
regulatory requirements) and borrowings, representing a total net
liability of €42m as of 30 June 2020
16 Based on a price per Ordinary Share of
€102.50 as of 8 October 2020. The subscription price per Ordinary
Share for the Private Placement will be determined in accordance
with the Private Placement Agreement summarized in the Shareholder
Circular available on www.euronext.com
17 Pro forma net debt leverage is defined as net debt pro forma
of the transaction divided by the combined EBITDA of Borsa Italiana
and Euronext, including the full-year impacts of the previous
Euronext acquisitions of Oslo Børs VPS, Nord Pool, VP Securities,
OPCVM 360, Ticker and Troisième Sens
18 Regulation (EU) 2017/1129 of the European Parliament and of
the Council of the European Union of 14 June 2017.
- 20201009_Euronext Borsa binding PR
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