Voluntary public takeover offer by HLDCO123 plc to shareholders of Deutsche Börse AG
You have entered the website designated for the publication of documents and information in connection with a proposed merger of equals of London Stock Exchange Group plc (LSEG) and Deutsche Börse Aktiengesellschaft (Deutsche Börse AG) (the Merger). The Merger would be structured as an all-share merger of equals under HLDCO123 plc, a newly formed holding company, which will later be renamed and serve as the holding company for the combined group. The information contained in this website is made available in good faith and for information purposes only. In particular, the information contained in this area of the website relates to a public takeover offer to the shareholders of Deutsche Börse AG in Germany governed by German law, whereby shareholders of Deutsche Börse AG will receive shares in HLDCO123 plc, and a scheme of arrangement governed by English law, whereby shareholders of LSEG will receive shares in HLDCO123 plc, and does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
In order to access further information in connection with the takeover offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.
Important Legal Information
On 1 June, 2016, HLDCO123 plc (the Bidder) published an offer to all shareholders of Deutsche Börse AG except for certain excluded Japanese shareholders to acquire all shares in Deutsche Börse AG (Takeover Offer) which constitutes a voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG).
The Takeover Offer relates to shares in a German company and is governed exclusively by the laws of the Federal Republic of Germany on the implementation of such an offer, in particular the WpÜG jointly with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜGAngebotsverordnung). To the extent an offer is being made in the United Kingdom, it is in compliance with the laws of England and Wales. The Takeover Offer is not made or to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions, or approvals of the Takeover Offer or of the offer document containing the Takeover Offer have been or will be applied for or initiated by the Bidder or the persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentences 1 and 3 of the WpÜG outside of the Federal Republic of Germany. The Bidder and the persons acting jointly with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.
The Takeover Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany. Neither the Bidder, nor any person acting jointly with the Bidder, nor any of its or their subsidiaries will conduct or otherwise facilitate the public marketing of the Takeover Offer outside the Federal Republic of Germany.
The Bidder and the persons acting jointly with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer outside the Federal Republic of Germany being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, the Bidder and the persons acting jointly with the Bidder assume no responsibility for the noncompliance of third parties with any laws.
With the exception of the published offer document pursuant to the provisions of the WpÜG, announcements and documents made on this website also do not constitute an offer to purchase or exchange shares in Deutsche Börse AG or HLDCO123 plc.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its financial advisors or its brokers may purchase, or conclude agreements to purchase, Deutsche Börse AG shares, directly or indirectly, outside of the scope of the public Takeover Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for Deutsche Börse AG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including Rule 14e-5 under the US Securities Exchange Act of 1934. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
The HLDCO123 plc shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or any other jurisdiction of the United States. Accordingly, the HLDCO123 plc shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. There will be no public offering of the HLDCO123 plc shares in the United States. If HLDCO123 plc shares may in HLDCO123 plc’s opinion not be offered or delivered to a U.S. shareholder according to the Securities Act, any such U.S. shareholder that validly accepts the takeover offer will receive, in lieu of HLDCO123 plc shares to which it would otherwise be entitled, the net cash proceeds of the sale of such HLDCO123 plc shares in euro.
In connection with the Merger, it is expected that shareholders of LSEG will receive shares in HLDCO123 plc by way of a scheme of arrangement governed by English law. Any publications required in relation to the LSEG scheme of arrangement are made in a separate area of this website. None of the announcements, information or documents contained in this area of the website is a publication or announcement relating to the LSEG scheme of arrangement as required under English law. In particular, it is not an offer to shareholders of LSEG to exchange their shares for shares in HLDCO123 plc.
If any announcements or documents on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words, “may”, “should”, “anticipate”, "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. These statements are based on the current expectations of the management of HLDCO123 plc and the persons acting jointly with HLDCO123 plc and are naturally subject to uncertainty and changes in circumstances. The forwardlooking statements contained in this area of the website include statements relating to the expected effects of the Merger, the expected timing and scope of the Merger, and other statements other than historical facts.
Such forward-looking statements are based on current plans, estimates and forecasts which HLDCO123 plc and the persons acting jointly with HLDCO123 plc have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by HLDCO123 plc or the persons acting jointly with HLDCO123 plc. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include: the satisfaction of the conditions for the scheme of arrangement and the Takeover Offer as well as additional factors such as: the behaviour of other market participants; and other factors such as the combined group’s ability to continue to obtain financing to meet its liquidity needs; changes in political, social and regulatory framework in which the combined group will operate or in economic or technological trends or conditions; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); the actions of regulators; the outcome of any litigation; the impact of any acquisitions, disposals or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither HLDCO123 plc, LSEG nor Deutsche Börse AG nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
It is possible that HLDCO123 plc will change its intentions and assumptions reflected in the documents and announcements on this website or in the published offer document after the publication of these documents, announcements or the offer document, this in particular with regard to Deutsche Börse AG.
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