AMSTERDAM: Euronext has entered into a binding agreement with London Stock Exchange Group plc (LSEG) and London Stock Exchange Group Holdings (Italy) Limited to acquire 100% of the entire issued share capital of London Stock Exchange Group Holdings Italia SPA, the holding company of the Borsa Italiana Group, for a cash consideration of €4.325 billion.
his 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 CDP, 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.”
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 EBITDA, and respectively €478 million and €278 million for the last twelve months period ending on 30 June 2020.
The combined 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.
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 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 trillion.
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.