ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH DEUTSCHE BÖRSE AG REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with a proposed merger of equals of Deutsche Börse AG (Deutsche Börse) and London Stock Exchange Group plc (LSEG) (the Merger). The Merger will be structured as an all-share merger of equals under a new holding company (NewCo). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website 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.
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Deutsche Börse reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Deutsche Börse.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside Germany and the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Notice to US Shareholders
None of the announcements, information or documents contained in this area of the website is an offer of securities for sale in the United States and the NewCo shares, which will, if issued, be issued in connection with the Merger, have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities law of any state, district or other jurisdiction of the United States. The NewCo shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the NewCo shares will, if issued in connection with the acquisition of LSEG, be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.
The acquisition of LSEG in connection with the Merger relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The acquisition of LSEG in connection with the Merger is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws. Financial information included in the relevant documentation were prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.
Information on the Deutsche Börse Offer
In connection with the Merger NewCo launched a public takeover bid pursuant to the German Securities Acquisition and Takeover Act (WpÜG) to the shareholders of Deutsche Börse (the Deutsche Börse Offer). With the exception of the joint reasoned statement of the management board and the supervisory board of Deutsche Börse in relation to the Deutsche Börse Offer (the Joint Reasoned Statement), none of the announcements, information or documents contained in this area of the website is a publication or announcement relating to the Deutsche Börse Offer as required under the WpÜG or any other provisions of applicable law. In particular, none of the announcements, information or documents contained in this area of the website is an offer to shareholders of Deutsche Börse to tender their shares. With the exception of the Joint Reasoned Statement, any publications required under the WpÜG in relation to the Deutsche Börse offer will be made on the separate website of the bidding entity (www.mergerdocuments-db-lseg.com) if and when required under applicable law.
Forward Looking Statements
This area of the website contains “forward-looking statements”. These statements are based on the current expectations of the management of Deutsche Börse and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Merger on Deutsche Börse, the expected timing and scope of the Merger, and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Deutsche Börse believes that the expectations reflected in such forward-looking statements are reasonable, Deutsche Börse 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. These factors include: local and global political, economic and market conditions; the behaviour of other market participants; changes in 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); legal or regulatory developments and changes; the actions of regulators; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; the availability of financing; 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 Deutsche Börse 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.
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Deutsche Börse (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Deutsche Börse or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The documents included in this area of the website speak only at the specified date of the relevant document and neither Deutsche Börse nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
By selecting the "I confirm" button, you warrant that you have read and understood the legal notice above.