Deutsche Börse AG to Acquire Denmark's SimCorp for EUR 3.9Bn

Deutsche Börse AG and SimCorp A/S have entered into a binding agreement, pursuant to which Deutsche Börse AG will make an all cash voluntary recommended public takeover offer to acquire all of the shares (except treasury shares) in SimCorp A/S at a price of DKK 735.0 per share, adjusted for any dividends or other distributions paid by SimCorp A/S prior to completion of the offer, valuing the entire issued capital of SimCorp A/S at EUR 3.9 billion. 

The offer price represents a 38.9 per cent premium and a 45.3 per cent premium to the closing share price of DKK 529.0 and 3-months volume-weighted average price of DKK 505.7 as of 26 April 2023, respectively. The transaction is subject to regulatory approvals and a minimum acceptance level of 50% plus one share of all SimCorp A/S shares as well as other customary conditions and is expected to be completed in the third quarter of this year.

SimCorp A/S, a renowned provider of investment management software and associated technology-enabled services, will seamlessly complement Deutsche Börse AG's existing data and analytics businesses and capabilities and allow the creation of a full scope front-to-back Investment Management Solutions segment.The transaction will significantly expand Deutsche Börse AG's total addressable market and builds on the already successful cooperation initiated in 2021 between SimCorp A/S and Qontigo, a subsidiary of Deutsche Börse AG. 

Deutsche Börse AG intends to preserve SimCorp A/S's current global operational presence, including maintaining the headquarters of the SimCorp Group as well as the registered office in Denmark.

In parallel, Deutsche Börse AG aims to accelerate the development of its Data & Analytics segment to drive additional growth and efficiencies. Jointly with General Atlantic it intends to combine Qontigo and ISS, with General Atlantic becoming the sole minority shareholder of the combined Qontigo entity. Deutsche Börse AG and General Atlantic have jointly reached an understanding in principle on the intended combination aiming to form a leading combined ESG, data, index, and analytics provider. This will allow them to explore value creating capital markets options including a potential IPO in the medium term. 

Besides, together with SimCorp A/S, the intended Qontigo/ISS combination will transform Deutsche Börse AG's Data & Analytics segment into an Investment Management Solutions segment. 

Theodor Weimer, CEO of Deutsche Börse AG, said: "Over the last couple of years we have significantly enhanced our data and analytics capabilities with a strong strategic focus to further develop within the investment management business. SimCorp A/S is a perfect fit strategically and culturally. It is one of the leading global investment management software providers, serving the largest asset managers and asset owners worldwide. Through our existing partnership we have come to know and appreciate the management of SimCorp A/S and the strategic transformation they have initiated, backed by a highly competent team of skilled employees. In addition to the SimCorp A/S transaction, we have decided to merge ISS and Qontigo. Both transactions will bring long-term growth, sizeable and tangible synergies, and a significant increase of our recurring revenues. We would be delighted to welcome SimCorp A/S, which has been a trusted business partner for many years, to Deutsche Börse Group and to embark on this exciting journey together."

Deutsche Börse AG will fully finance the SimCorp A/S offer with cash and debt. It has entered into a fully underwritten bridge facility with Morgan Stanley, which is expected to be refinanced by an optimal mix of existing cash and debt capital market instruments.