EQS-Adhoc: Deutsche Börse AG: Deutsche Börse AG and Allfunds Group plc reached an agreement on recommended acquisition by Deutsche Börse AG of Allfunds Group plc

Deutsche Börse AG: Deutsche Börse AG and Allfunds Group plc reached an agreement on recommended acquisition by Deutsche Börse AG of Allfunds Group plc

Deutsche Börse AG (“Deutsche Börse Group”) and Allfunds Group plc (“Allfunds”) have today reached an agreement on the terms of a recommended acquisition by Deutsche Börse Group of the entire issued and to be issued share capital of Allfunds (the “Acquisition”).

Under the terms of the Acquisition, each Allfunds shareholder will be entitled to receive € 8.80 per Allfunds share to be delivered as follows:

•           € 6.00 per Allfunds share in cash;
•           0.0122 Deutsche Börse Group shares per Allfunds share, representing € 2.60 per Allfunds share based on the volume-weighted average price of € 213.40 per Deutsche Börse Group share traded on XETRA for the ten-day period ended on 26 November 2025 (being the last business day before the date of the ad-hoc announcement made by Deutsche Börse Group relating to the Acquisition on 27 November 2025 (the “Preliminary Discussions Announcement”)); and
•           a permitted cash dividend of up to € 0.20 per Allfunds share (excluding those in treasury) for the financial year 2025 to be paid by Allfunds in May 2026.
•           In addition, Allfunds shareholders will also be entitled to receive certain further permitted dividends in respect of subsequent financial periods, subject to certain terms and conditions.

The consideration payable under the Acquisition values Allfunds at approximately € 5.3 billion and represents:

•           a premium of 32.5 % to the closing price of € 6.64 per Allfunds share as at the close of business on 26 November 2025 (being the last business day before the date of the Preliminary Discussions Announcement); and
•           a premium of 40.3 % to the volume-weighted average price of € 6.27 per Allfunds share for the three-month period ended on 26 November 2025 (being the last business day before the date of the Preliminary Discussions Announcement).

If the Acquisition becomes effective, Allfunds shareholders will receive approximately 7.3 million Deutsche Börse Group shares (corresponding to approximately 3.85 % of Deutsche Börse Group’s current issued share capital (excluding treasury shares)).

The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between Allfunds and Scheme shareholders under Part 26 of the UK Companies Act 2006 (the “Scheme”), requiring the approval of a majority in number, who represent not less than 75 % in value, of Allfunds’ Scheme Shareholders present and voting, either in person or by proxy, at the Court meeting.

The Allfunds Directors unanimously support the Acquisition and intend to recommend unanimously that Allfunds shareholders vote in favour of the Acquisition.

Deutsche Börse Group has received irrevocable undertakings in support of the Acquisition in respect of 292,376,083 Allfunds shares in aggregate, representing approximately 48.9 % of the issued share capital of Allfunds (excluding treasury shares), as at 20 January 2026.

•           Deutsche Börse Group has received irrevocable undertakings to vote, or to provide voting instructions, in favour of the Scheme at the Court meeting and the resolutions to be proposed at the Allfunds general meeting from LHC3 Limited on the one hand and BNP Paribas S.A. and BNP Paribas Asset Management Holding on the other hand, who hold 215,907,812 and 76,441,271 Allfunds shares, respectively, representing approximately 36.1 % and 12.8 %, respectively, of the issued share capital of Allfunds (excluding treasury shares) as at 20 January 2026.
•           Deutsche Börse Group has also received irrevocable undertakings to vote, or to provide voting instructions, in favour of the Scheme at the Court meeting and the resolutions to be proposed at the Allfunds general meeting from each of the Allfunds Directors who hold 27,000 Allfunds shares in aggregate, representing approximately 0.005 % of the issued share capital of Allfunds (excluding treasury shares) as at 20 January 2026.

Having analysed the potential benefits of the Acquisition based on its deep experience of operating in the funds market, Deutsche Börse Group believes that the combined group will be able to achieve annual run-rate pre-tax cost synergies of approximately € 60 million, representing approximately 15 % of the expected combined cost base of Allfunds and Deutsche Börse Group’s Clearstream Fund Services Segment together with annual run-rate cash savings on capital expenditure of approximately € 30 million.

Deutsche Börse Group expects to deliver approximately 50% of the total annual-run-rate synergies, including both cost synergies and capital expenditure savings, by the end of 2028.

Reflecting the compelling financial rationale of the transaction, the Acquisition is anticipated to deliver on an annual run-rate basis high single-digit accretion to Deutsche Börse Group's cash earnings per share within the first full year following completion of the Acquisition consistent with Deutsche Börse Group's disciplined approach to capital deployment and its key financial criteria for value-accretive M&A. Following Completion, Deutsche Börse Group expects to maintain its AA- long-term rating at the Deutsche Börse Group level.

Deutsche Börse Group has fully committed funding in place to finance the cash portion of the consideration under the Acquisition.

Subject to the receipt of applicable regulatory approvals, completion of the Acquisition is anticipated to occur in the first half of 2027.


Contact:
Ingrid Haas
Group Communications
Deutsche Börse AG
Phone: +49 69 211 1 32 17

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