Deutsche Boerse AG (XTRA:DB1) made an offer to acquire London Stock Exchange Group plc from Qatar Investment Authority, FIL Ltd., Deutsche Bank AG (DB:DBK), Aberdeen Asset Investments Ltd., UniCredit S.p.A., The Share Centre Ltd. and other shareholders for €11.7 billion in stock in a merger of equals transaction on February 23, 2016. The merger would be structured as an all-share merger of equals under a new holding company. Under the terms, London Stock Exchange Group shareholders would be entitled to receive 0.4421 new shares in exchange for each London Stock Exchange Group share and Deutsche Boerse shareholders would be entitled to receive one new share in exchange for each Deutsche Boerse share. Pursuant to the transaction, Deutsche Boerse shareholders will hold 54.4% stake and shareholders of London Stock Exchange will hold 45.6% stake in the combined group. All key businesses of London Stock Exchange Group and Deutsche Boerse would continue to operate under their current brand names. On March 16, 2016, an agreement was signed regarding the merger between Deutsche Boerse London Stock Exchange Group.

The combined group would have a unitary board composed of equal numbers of London Stock Exchange Group and Deutsche Boerse Directors. At completion, Donald Brydon, Chairman of London Stock Exchange Group, would become Chairman of the Combined Group while Joachim Faber, Chairman of Deutsche Börse, would become Deputy Chairman and Senior Independent Director of the Combined Group. Carsten Kengeter, Chief Executive Officer of Deutsche Börse, would assume the role of Chief Executive Officer and executive director of the Combined Group while David Warren, Chief Financial Officer of London Stock Exchange Group, would become Chief Financial Officer and executive director of the Combined Group. Ann-Kristin Achleitner, Christopher Cole, Karl-Heinz Flöther, Paul Heiden, Lex Hoogduin, Andrea Munari, David Nish, Mary Schapiro, Amy Yip will be Non-Executive Director and Jacques Aigrain will be Non-Executive Director and Chairman of the Remuneration Committee, Richard Berliand will be Non-Executive Director and Chairman of the Risk Committee and Erhard Schipporeit will be Non-Executive Director and Chairman of the Audit Committee.

Deutsche Boerse AG's Board has approved the deal. The deal is subject to completion of due diligence investigations, approval of Board of London Stock Exchange Group and Deutsche Boerse, listing of shares, court approval, regulatory approval, European Commission approval, United States merger control approval, Russian merger control approval, Deutsche Boerse's German, Luxembourg, Switzerland, Switzerland, France, United States, United Kingdom regulatory conditions, London Stock Exchange group's French, Italian, Norwegian, United Kingdom, Switzerland and United States regulatory conditions London Stock Exchange Group shareholder approval and Deutsche Boerse shareholders' acceptance, as well as other customary conditions.

The merger is not conditional on a British vote to remain in the European Union and is expected to complete late in 2016 or in early 2017. Euronext is considering options on how to block the merger. Euronext exchange is consulting with advisers, considering lobbying for a counterbid for London Stock Exchange Group from Intercontinental Exchange (ICE) and arguing against the merger to regulators in Brussels. The shareholders meeting will be held in July 2016 for the approval of the deal. As on June 29, 2016, the Deutsche Boerse United States regulatory condition was waived off. On July 4, 2016, the deal was approved at a court meeting. On July 5, 2016, the deal was approved by the shareholders of London Stock Exchange. As of July 7, 2016, the conditions relating to US merger control filings and the expiration of applicable waiting periods and one that relates to Russian merger control clearance, were satisfied. On July 11, 2016, the threshold required for acceptances under exchange offer acceptance condition was lowered from 75% to 60%. As announced on July 12, 2016, the offer will expire on July 26, 2016. As per the terms, London Stock Exchange Group had to sell its 60% stake in the Italian trading platform MTS, but it did not sell the stake.


Francois-Xavier de Mallmann and Mark Sorrell of Goldman Sachs, Jeremy Capstick and Dwayne Lysaght of J.P. Morgan Cazenove, Joshua Critchley and Oliver Asplin Hearsey of RBC Capital Markets, George Potter and Stefan Goetz of SG CIB, Javier Oficialdegui, Steven Pierson and Vik Hebatpuria of UBS Investment Bank, Simon Robey and Philip Apostolides of Robey Warshaw LLP acted as financial advisors for LSE while Andrew Bednar, Philip Yates, Michael Grace and Graham Davidson of Perella Weinberg Partners UK LLP acted as financial advisors for Deutsche Boerse. Kunal Gandhi and Matthew Smith of Barclays acted as financial advisor for London Stock Exchange. Olivier de Grivel, Andrew Owens and Edouard de Vitry of HSBC Bank Plc acted as financial advisors for Deutsche Boerse. Henry Hoda, Irina Krieger, Christoph Rieckmann, Alexander Jüngst, Thorsten Henze, Ralph Wollburg, Staffan Illert, Kristina Klaaßen-Kaiser, Torben Schmidt, Dirk Horcher, Christian Schubert, Ulli Janssen, Stephan Oppenhoff, Yuxian Su, Nick Rumsby, Aanchal Kapoor, Ashley Durward, Edward Karsten, Rebecca Rigby, Alexander Graetsch, Katharine Collard, Cole Smith, John Stone, Fionnghuala Griggs, Ivan Chuprunov, Roger Barron, Simon Branigan, Mike Bienenfeld, Anna Styles, Caitlin Wilson, Michael O'Halloran, Francesco Amatori and Louis Prades of Linklaters acted as legal advisor for Deutsche Boerse and Andrew Hutchings, E. Mark Rawlinson and Piers Jones of Freshfields Bruckhaus Deringer LLP acted as legal advisor for London Stock Exchange. Armin von Falkenhayn Adrian Mee, Fraser Allan and Edward Peel of BofA Merrill Lynch and Gary Parr, Andreas Schreiber, Richard Hoyle, Gilles Mentré of Lazard acted as financial advisor for Deutsche Boerse. Tadhg Flood, James Arculus, Claire Brooksby, Andrew Tusa and Carsten Laux of Deutsche Bank acted as financial advisors to Deutsche Boerse. Anthony Cardew from Cardew Group and Lucas van Praag from Fitzroy Communications served as the public relations contacts on the deal for London Stock Exchange Group.

Deutsche Boerse AG (XTRA:DB1) terminated the proposed acquisition of London Stock Exchange Group plc from Qatar Investment Authority, FIL Ltd., Deutsche Bank AG (DB:DBK), Aberdeen Asset Investments Ltd., UniCredit S.p.A., The Share Centre Ltd. and other shareholders on March 29, 2017. The termination was the result of European Commission prohibiting the deal.