EQS-Adhoc

Deutsche Börse AG: Deutsche Börse AG: Deutsche Börse and SimCorp sign agreement on recommended voluntary takeover offer for SimCorp – Deutsche Börse intends to combine Qontigo and ISS

EQS-Ad-hoc: Deutsche Börse AG / Key word(s): Takeover Deutsche Börse AG: Deutsche Börse AG: Deutsche Börse and SimCorp sign agreement on recommended voluntary takeover offer for SimCorp – Deutsche Börse intends to combine Qontigo and ISS 27-Apr-2023 / 07:55 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Deutsche Börse AG („Deutsche Börse“) and SimCorp A/S (“SimCorp”) have today entered into an agreement pursuant to which Deutsche Börse will make an all-cash voluntary public takeover offer to acquire all of the shares in SimCorp (excluding treasury shares) (ISIN: DK0060495240) at a price of DKK 735.00 per share (the “Offer”). The total consideration to be offered under the Offer for all SimCorp shares (excluding treasury shares) is approximately EUR 3.9 billion. The intended offer price represents a 38.9 per cent premium and a 45.3 per cent premium over the closing price of DKK 529.00 and the 3-months volume-weighted average price of DKK 505.73 as of 26 April 2023, respectively.

The Board of Directors of SimCorp has unanimously resolved that it intends to recommend the shareholders of SimCorp to accept the Offer, when made, in the form of an offer document approved by the Danish Financial Supervisory Authority.

Completion of the Offer will be subject to satisfaction of certain customary conditions, including a minimum acceptance level of 50% of the share capital and voting rights of SimCorp plus one SimCorp share and that Deutsche Börse obtains all necessary regulatory approvals.

The combination of SimCorp’s highly complementary business offering with Deutsche Börse’s Data & Analytics businesses will create a full scope front-to-back investment management solutions platform. This will allow Deutsche Börse to take even better advantage of secular industry trends and to further diversify its business mix with a growing share of recurring revenues.

Deutsche Börse has secured a bridge facility to fully finance the Offer. The bridge facility will be refinanced by an optimal mix of existing cash and debt capital market instruments. The envisaged funding of the proposed transaction is expected to result in an AA- credit rating at Group level, maintaining AA at Clearstream level. Deutsche Börse is committed to preserve a strong investment grade rating both at Group level and at Clearstream level post completion of the Offer.