Deutsche Börse AG (XTRA:DB1) entered into an agreement to acquire SimCorp A/S (CPSE:SIM) from BLS Capital Fondsmaeglerselskab A/S, UBS Group AG (SWX : UBSG), Mawer Investment Management Ltd. and others for DKK 30 billion on April 27, 2023. The offer price is DKK 735 cash per share. Deutsche has entered into a certain bridge facility agreement providing for a bridge term loan facility available to Deutsche Börse for the purpose of, inter alia, financing the consideration for all SimCorp Shares to be acquired pursuant to the offer. The Offer will be made subject to a number of conditions, including a requirement that the Offeror at the expiry of the offer period owns or has received valid acceptances with respect to shares representing at least fifty percent (50.0%) of the voting rights and share capital of SimCorp plus 1 share, that necessary approvals and clearances by relevant regulatory authorities are obtained, that the Board of Directors has not withdrawn or adversely amended its recommendation to the shareholders to accept the Offer, the non-occurence of certain material adverse changes, and certain other customary conditions. The Board of Directors of SimCorp has unanimously decided that it intends, in the statement to be issued in accordance with section 22 of the Danish Executive Order on Takeover Offers following Deutsche Börse's publication of the offer document pertaining to the Offer, to recommend that the shareholders of SimCorp accept the Offer. The Board of Directors' decision is supported by a fairness opinion issued to the Board of Directors by Credit Suisse, acting as financial adviser to SimCorp in connection with the Offer. Completion of the Offer will require customary merger control approval in the European Union, approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States and foreign direct investment approval in a limited number of EU jurisdictions. Upon acquisition of more than 90% stake, Deutsche will have a right of compulsory acquisition to acquire all remaining shares in SimCorp. As of July 7, 2023, transaction has received antitrust clearance in the U.S. and FDI approvals in Denmark and Italy. With the exception of the EU Commission?s filing process, all regulatory approvals have already been granted. As of August 23, 2023, EU Commission has granted its approval for the offer. The offer period will expire on July 13, 2023, until extended. Deutsche Börse expects completion of the offer in Q3 2023. As of July 7, 2023, the offer has been extended to August 3, 2023. As of July 28, 2023, The statutory pre-closing suspensory waiting period under the Hart-Scott-Rodino Antitrust Improve-ments Act of 1976, as amended with respect to the transaction has expired and The Italian Government Presidency of the Council of Ministers has informed Deutsche Börse of its approval of the transaction contemplated by the Offer. As a result of the preliminary acceptances received in the Offer, the minimum acceptance condition has also been satisfied. As of July 28, 2023, under supplement no. 2 to extend the offer period of the voluntary recommended public takeover offer to the shareholders of SimCorp A/S until September 19, 2023. Transaction is expected to close by the end of Q3, 2023. As of August 24, 2023, the offer will expire on September 19, 2023.

Credit Suisse International is acting as financial advisor to SimCorp. Kromann Reumert is acting as legal advisor to SimCorp on the transaction and Covington & Burling LLP is acting as U.S. legal advisor to SimCorp on the transaction. Deutsche Bank acted as financial advisor and Plesner, Hengeler Mueller, Linklaters and Cravath, Swaine & Moore acted as legal advisor to Deutsche Börse AG. Greg Brown, Walter Uebelhoer, Jonas Wittgens, Ilja Baudisch and Temi Esho of Allen & Overy represented Morgan Stanley in its role as financial advisor to Deutsche Börse AG (XTRA:DB1). Ernst & Young Law GmbH acted as legal advisor to Deutsche Börse AG.

Deutsche Börse AG (XTRA:DB1) completed the acquisition of SimCorp A/S (CPSE:SIM) from BLS Capital Fondsmaeglerselskab A/S, UBS Group AG (SWX : UBSG), Mawer Investment Management Ltd. and others on September 19, 2023. The scheme completed following satisfaction of all conditions.