Euronext and CDP Equity confirm exclusive talks with LSEG to acquire Borsa Italiana - Seite 2

Borsa Italiana would maintain its current functions, structure and relationships within the Italian ecosystem and preserve its Italian identity and strengths. The Italian CEO of Borsa Italiana would join the Managing Board of Euronext. The CEO of MTS would 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 would be a fundamental element of enrichment for Euronext, and would be valued and preserved. The combined group would 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 central functions of the new group would be based in Milan and Rome. In particular, MTS, which operates interdealer, Dealer-to-Client and Repo markets, primarily for European Government Bonds, with a focus on Italian markets, would become the group’s European Center of Excellence for fixed income trading. Cassa di Compensazione e Garanzia S.p.A. (“CC&G”) would be the clearing house within the combined entity and would become a key pillar of the enlarged Euronext’s post-trade strategy. In addition, Monte Titoli S.p.A., the Italian Central Securities Depository (“CSD”), offering issuance, settlement and custody services would become the largest CSD within the Euronext group, becoming a key contributor to Euronext’s CSDs ambition. The leadership of group finance function would be located in Milan.

Euronext is committed to maintaining an investment grade credit rating and its robust financial structure. The potential transaction would be financed through a mix of (i) existing available cash, (ii) new debt and (iii) new equity in the form of a reserved capital increase to CDPE and Intesa Sanpaolo and a rights issue to Euronext’s shareholders.

The terms of any transaction remain subject to the three partners’ Managing Board and Supervisory Board approvals and there can be no certainty that a transaction will take place. Should the parties enter into binding agreements, any potential transaction will be dependent upon the outcome of the European Commission’s review of the Refinitiv transaction and that transaction closing in accordance with its terms, and will be subject the approval of Euronext’s shareholders, regulatory approvals, and other customary conditions.