Stephane Boujnah, President and CEO of Euronext.
Stephane Boujnah, President and CEO of Euronext. Reuters

The last obstacle in the way of SIX Group to acquire the Spanish Stock Market disappears. Euronext refuses to present a counteroffer for BME. The pan-European market has been in talks with the Spanish stock manager since last November. The decision to withdraw from the bid comes a week after the Spanish government first, and the National Securities Market Commission (CNMV) later, approved the proposal of the Swiss company, in an operation that values ​​the national parquet at 2.792 million of euros.

“Euronex is convinced of the industrial benefits that the merger between BME and Euronext would bring to the Spanish and European financial markets, in particular to build the backbone of the capital market union within the European Union,” the statement said in the statement. company based in Paris. “However, after studying it carefully, we announced today that we will not be making a firm offer for BME,” he adds.

The company led by Stephane Boujnah considers that the financial conditions of a possible counter-share, despite the “significant synergies that would be achieved”, would not be compatible with the creation of value and the adequate profitability that Euronext shareholders deserve.

The company was incorporated on September 22, 2000 as a group of European Stock Exchanges derived from the merger of the Paris Stock Exchange, the Amsterdam Stock Exchange and the Brussels Stock Exchange. In recent years it has accelerated its growth with an intense procurement policy, including the markets of Ireland and Oslo. “We remain convinced of achieving our objective of building the main infrastructure of capital markets in Europe and we will seek new growth opportunities in line with our commitments to financial discipline,” they point out.

Six Group Offer

The SIX Group offer is aimed at 100% of the capital of BME made up of 83,615,558 shares, of which SIX does not currently own a single title. The price offered is 33.4 euros for each BME share. The CNMV explains in a statement that, even though it is not mandatory because it is a voluntary takeover bid, SIX has provided a valuation report, prepared by Deloitte, which justifies the consideration as an equitable price in accordance with the provisions of article 9 of the Royal Decree. of takeover bids.

The operation is subject to the condition (waivable) of the acceptance of the offer for a minimum of 41,807,780 shares, equivalent to 50% of the capital of BME plus one share. In guarantee of the operation, guarantees amounting to 2,792 million euros have been presented, with Credit Suisse and UBS being the main guarantors. Both financial institutions are also the largest shareholders of SIX.

The acceptance period for the takeover bid will be 43 calendar days from the trading day after March 28 when Six made the first announcements of the offer in the media.

The manager of the Swiss Stock Exchange has no intention of excluding BME from trading. However, if the requirements are met and the percentage of shares in the hands of significant shareholders is after the takeover of less than 5%, SIX may exercise the right of forced sale or squeeze-out.

10 year term

The Official State Gazette published on March 26 the agreement of the Council of Ministers that gives the placet to the purchase of BME and includes the commitments adopted by SIX on the Spanish Stock Market. The most notable is that the period in which the Swiss group agrees to maintain operations in Spain is extended. Initially it was four years and finally it will be a minimum of 10 years.

During this period, SIX would have to request permission from the CNMV to modify this commitment. The Zurich-based company, in particular, undertakes to “maintain in Spain indefinitely, the headquarters, the place of effective management and substantial operational capacity. In any case, it undertakes to maintain these elements for a period of ten years except in the event of changes in business or economic conditions that, in SIX's reasonable opinion (acting diligently and prudently) and in consultation with the CNMV, advise adopting a different approach and, with the agreement of the CNMV (which will not unreasonably deny) ”.

SIX Group also agrees in writing to centralize in Spain all the activities of clearing or compensation. It also ensures that, in the event of a listing (SIX is a private company that is not listed), its shares will be listed on the Swiss and Spanish markets.

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