DGAP-Adhoc: Deutsche Börse AG: Recommended All-Share Merger between Deutsche Börse AG and London Stock Exchange Group plc - Update on the European Commission Review and Potential Sale of LCH SA by London Stock Exchange Group

Deutsche Börse AG  / Key word(s): Mergers & Acquisitions

28.09.2016 15:48

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Deutsche Börse AG: Recommended All-Share Merger between Deutsche Börse AG
and London Stock Exchange Group plc - Update on the European Commission
Review and Potential Sale of LCH SA by London Stock Exchange Group

Deutsche Börse AG ("Deutsche Börse") notes the European Commission's
announcement confirming the commencement of Phase II proceedings in
connection with its review of the recommended merger of Deutsche Börse and
London Stock Exchange Group ("LSEG") which was announced on 16 March 2016
(the "Merger").

LSEG has confirmed that in order to be able to address proactively
anti-trust concerns raised by the European Commission in relation to
certain businesses, LSEG and LCH Group Limited intend to explore a
potential sale of LCH SA, LCH Group Limited's
French-regulated operating subsidiary.

Any potential sale of LCH SA would be subject to the review and
approval by the European Commission in connection with the Merger and other
customary conditions including relevant regulatory approvals. It would also
be conditional on the successful closing of the Merger.

DISCLAIMER

This announcement is neither an offer to purchase, exchange or sell nor a
solicitation of an offer to purchase, exchange or sell shares. The terms
and further provisions regarding the exchange offer by HLDCO123 PLC to the
shareholders of Deutsche Börse AG were - to the extent not amended - set
forth in the offer document that has been approved by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht).

The HLDCO123 PLC shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or any other jurisdiction of the USA. Therefore,
subject to certain exceptions, HLDCO123 PLC shares may not be offered or
sold within the USA or in any other jurisdiction, where to do so would be a
violation of applicable law. There is no public offering of HLDCO123 PLC
shares in the USA. If HLDCO123 PLC shares may in HLDCO123 PLC's opinion not
be offered or delivered to a U.S. shareholder according to the U.S.
Securities Act of 1933, such U.S. shareholder that validly accepts the
exchange 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.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, HLDCO123 PLC or its brokers may
purchase, or conclude agreements to purchase, Deutsche Börse AG shares,
directly or indirectly, outside of the scope of the exchange offer. This
applies to other securities that 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. Any information on
such purchases will be disclosed as required by law or regulation in
Germany or any other relevant jurisdiction.

This announcement contains statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of Deutsche Börse and LSEG
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Deutsche Börse
and LSEG believe that the expectations reflected in such forward-looking
statements are reasonable, Deutsche Börse and LSEG can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate
to events and depend on circumstances that will occur in the future. 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.


Contact:
Rüdiger Assion
Group Communications
Deutsche Börse AG
Phone: +49 69 211 1 50 04

Grit Beecken
Group Communications
Deutsche Börse AG
Phone: +352 2 43 3 23 75

E-mail: media-relations@deutsche-boerse.com


28.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language:     English
Company:      Deutsche Börse AG
              -
              60485 Frankfurt / Main
              Germany
Phone:        +49 (0)69 211 - 0
Fax:          
E-mail:       ir@deutsche-boerse.com
Internet:     www.deutsche-boerse.com
ISIN:         DE0005810055, DE000A2AA253, DE000A1RE1W1, DE000A1R1BC6,
              DE000A161W62, DE000A1684V3
WKN:          581005, A2AA25, A1RE1W, A1R1BC, A161W6, A1684V
Indices:      DAX
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
              Munich, Stuttgart, Tradegate Exchange
 
End of Announcement                             DGAP News-Service
 
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