Acquisition of
Borsa Italiana
by Euronext
Euronext nv has agreed to acquire
100% of Borsa Italiana SPA
an Italy-based security and
commodity exchange,
from London Stock Exchange
Group Pls (LSEG) for €4,444Bn in
April 2021
 LSEG was advised on the sell side by Goldman Sachs,
Morgan Stanley and Barclays
 CDP (shareholder of Borsa Italiana) was advised by
Lazard
 Euronext was advised on the buy-side by JP
Morgan, Mediobanca and Robey Warshaw
16/11/2021
EURONEXT
Stéphane Boujnah
CEO & Chairman Euronext
Growth for Impact 2024
#1 equity listing venue in
Europe
#1 debt listing venue
globally
#1 cash trading venue in
Europe
1900 Issuers listed
International Competition :
Deutsche Börse in Francfort
Main Pan-European stock exchange
in the euro zone :
LSEG in London
Delphine d'Amarzit
CEO & Chairman
Euronext Paris
SIX in Geneva
Founded in 22 September 2000
headquartered in Amsterdam,
Netherlands
Indexes :
AEX 20, BEL20, CAC 40, ISEQ
20, FTSE MIB et PSI 20 Euro
Stoxx 50.
Market Cap : €10,8B
Revenue : €1,364M
Employees : ~2200
22/06/20XX
Pitch deck
DATA
Real-time and delayed market data, tailor-made
indices, cloud-based solutions and more.
MULTIPLE ASSET CLASSES
Real-time and delayed market data, tailormade indices, cloud-based solutions and more.
TECHNOLOGY
Multiple Asset Classes
Real-time and delayed
market data, tailormade indices, cloudbased solutions and
more.
Custom and standard solutions
for venue operations,
regulatory reporting, and ultra
low-latency trading for clients
worldwide
POST-TRADE SERVICES
The target : BORSA ITALIANA
Raffaele
Jerusalemi
CEO OF BORSA ITALIANA
 The main Italian stock market.
 It is at the origin of the unification of the old Italian stock exchanges (Rome, Trieste and Milan)
 Located in the center of Milan, in the Mezzanotte Palace
 It was founded in 1997 and groups together the former Italian stock exchanges (Rome, Trieste, Genoa etc.).
 Main index is the FTSE MIB which rates the largest Italian companies.
 It is specialized in fixed income trading.
 In 2007, LSE acquired Borsa Italiana for 1.5 billion euros to create the London Stock Exchange Group (LSEG).
 The weight of the borsa italiana on the total economy of Italy is significant, the total capitalization in April
2018 amounted to 644.3 billion (or 37.8% of the GDP).
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5
List of the
group constituting
the index
22/06/20XX
A2A
Amplifon
Atlantia
Azimut
Banca Generali
Banca Mediolanum
Banca Popolare Émilia Romagna
Banco BPM
Buzzi Unicem
Campari
CNH Industrial
Diasorin
ENEL
ENI
Exor
Ferrari
Finecobank
Generali Ass
Hera
Interpump
Intesa Sanpaolo
Inwit
Italgas
Leonardo
Mediobanca
Moncler
Nexi
Pirelli & C
Poste Italiane
Prysmian
Recordati Ord
SAIPEM
SNAM
Stellantis
STMicroelectronics
Telecom Italia
Tenaris
Terna
Unicredit
Unipol
6
Headquartered in London, United Kingdom
Founded in 2007
Market Cap : £34,7B (€41,2B)
David Adam Schwimmer
Group Chief Executive Officer &
Executive Director
Revenue £2.44B (€2,9B)
Employees : ~5500
LSEG - London
Stock Exchange
Group
1,300 companies issued
Acquired Refinitiv on January 29th, 2021
3 main activities
FTSE 100
•
Data & Analytics
FTSE 250
•
Capital Markets
FTSE 350
•
Post Trade
FTSE All-Share
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Pitch deck
7
NEWSPAPERS
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8
Borsa Italiana and Euronext together acquired a 51%
stake in MTS in 2005 for EUR 122,m
LSEG acquired Borsa Italiana in 2007 for EUR 1,6bn
($2,15bn)
CONTEXT &
BACKGROUND
LSEG had been looking to sell Borsa Italiana since
2019 and launched auctions in July 2020
On September 2020, Euronext and CDP Equity entered
into exclusive discussions with LSEG regarding the
potential acquisition of Borsa Italiana
This is a very political issue, the acquisition was subject
to the triple veto of the Italian Treasury, the Bank of Italy
and Consob, the italian market regulator
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Two other giant
positioned themselves
at the time to acquire
the Borsa italiana
SIX Group (known as SWX Swiss Exchange until
September 2008) is a Swiss financial company
based in Zurich. It has managed the National Stock
Exchange since the 1996 merger of the Zurich,
Geneva and Basel stock exchanges.
Deutsche Börse AG is a German company
specializing in stock market transactions. It manages
stock markets, whether they relate to stocks or
derivatives.
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Pitch deck
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The acquisition
will create an established player in European
Capital Markets, strengthening Euronext’s position
in European
cash equties, while adding significant capabilities
in fixed income trading
It is expected to be immediately accretive to
Euronext’s adjusted earnings per share before
synergies and generate a total of € 60M pre-tax
run-rate synergies by year 3
The transaction enhances the scale of
euronext, diversifies its business mix into new
asset classes and strenghten its posttrade activities
The Rationale
The sale of Borsa Italiana is part of LSEG’s
efforts to overcome antitrust concerns and gain
regulatory approval from the European
Commission for its $ 27B acquisition of Refinitiv
It
will also broaden the product offering across the
value chain and deepend the liquidity pool that w
ill benefit the European capital markets and
the italian financial ecosystem
22/06/20XX
LSEG intends to use the net proceeds from the sale
to repay indebtedness related to
the Refinitiv transaction and
for general corporate purposes
Pitch deck
11
TERMS
Amount
Condition
Euronext will pay a cash
consideration of €4,4bn for
the total shareholding of
LSEG.
Borsa Italiana is also
eligible for an additional
amount reflecting the cash
generated to the
completion
It values Borsa Italiana at
an EV multiple of 16.7x
2019 adjusted EBITDA
before synergies.
16/11/2021
Structure
The acquisition also
includes Borsa Italiana’s
62,53% owned subsidiary
MTS SpA, Cassa di
Compensazione e Garanzia
SpA and Monte Titoli SpA
12
FINANCING
3
• Transaction financing fully secured by a bridge loan
financing and long-term financing to be implemented
through a mix of :
2,4
2,5
In Billion Euros
2
• €300m in existing available cash
• €1,8bn in New Debt to be issued
1,8
1,5
1
• €2,4bn in New Equity raised in the form of a private
placement to CDP Equity & Intesa Sanpaolo and a right
to Euronext’s shareholders
0,5
0,3
0
Cash
New Debt
Issuing
New Equity
Types of financing :
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IRREVOCABLE
UNDERTAKINGS
16/11/2021
The reference shareholders of Euronext,
holding 23, 3% stake in the company, have
agreed to vote in favor of the transaction
14
POST DEAL DETAILS
Borsa Italiana will be the
largest revenue contributor
to the consolidated group
16/11/2021
The direct regulatory oversight
of the Borsa Italiana group will
remain unchanged allowing
CONSOB and the banca d’Italia
to continue directly supervision
of the Borsa Italiana Group’s
activities
Raffaele Jerusalmi,
Borsa Italiana CEO will
be joining the Managing
Board of Euronext
Pitch deck
Key businesses and some
central functions of the group
will be based in Milan and
Rome and the leadership of
the group finance function
will be based in Milan
15
Stock prices at/since the acquisition
LSEG
EURONEXT
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SINCE THEN…
 Stéphane Boujnah, CEO and Chairman of Euronext, said: “In the third quarter of 2021, Euronext revenue grew by 71.2% to reach €350.6
million, driven by double-digit organic revenue growth, and the continued good performance of Borsa Italiana, MTS and Monte Titoli"
 Euronext said Borsa Italiana Group contributed to €121.1 million of revenue for the full quarter of consolidation
 Last week, Euronext has appointed Fabrizio Testa as CEO of Borsa Italiana, and as head of fixed income trading. Testa, who currently
heads the Italian group’s bond platform MTS, replaces Raffaele Jerusalmi as the CEO of the recently acquired Milan bourse.
 The turnover of the pan-European stock exchange operator jumped 56% to reach €329 million in the second quarter, largely thanks to
the integration of Borsa Italiana, effective since the end of April. (contribution of 90 million Borsa Italiana).
 Euronext has unveiled new financial targets as part of its "Growth for Impact 2024" strategic plan. These new targets include €100 million
in synergies from the integration of Borsa Italiana
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Pitch deck
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