SIX Group AG (“SIX”), the Swiss financial markets infrastructure operator, today announced that it intends to make an all-cash voluntary tender offer for Bolsas y Mercados Españoles (“BME”), operator of the Spanish stock exchanges and cornerstone of the Spanish markets, to create the 3rd-largest European financial market infrastructure group.
The combination of BME and SIX, both of which are leaders in their domestic financial markets, would create a diversified group with a strong presence across Europe. In addition, SIX believes that the proposed transaction represents an attractive financial proposition for the current shareholders of BME. SIX believes that this transaction will strengthen both Spanish and Swiss ecosystems, by creating centres of excellence and bringing new capabilities to BME and SIX participants as well as attracting new global capital pools to Spain and enhancing Swiss asset managers’ presence in the EU.
The key terms of the tender offer are:
- All-cash voluntary tender offer for 100% of the share capital of BME for EUR 34.00 per share, implying a total equity value of EUR 2,843 million (CHF 3,108 million) (the “Offer”)
- The Offer represents a premium of 47.6% over BME’s 6-month volume weighted average share price and 33.9% over its closing price of EUR 25.40 on 15 November 2019
- The Offer will be subject to the following conditions and requirements: minimum acceptance level of at least 50% plus one share of BME’s share capital; authorization of the transaction or non-opposition by the Spanish National Commission on Markets and Competition (CNMC) and the Spanish Securities Exchange Commission (CNMV); and approval from the Spanish Government.
- SIX expects to keep BME’s stand-alone listing in the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges. If legal applicable squeeze-out thresholds are met, a de-listing may be considered
- The combined business will continue to focus on meeting the needs of both BME’s and SIX’s customers and regulators
The application for authorisation of the Offer, including the prospectus, has been filed today with the CNMV and the acceptance period and closing of the transaction are expected in H1 2020, following receipt of the relevant approvals.
Romeo Lacher, Chairman of the SIX Board, said today, “A combination with BME will bring direct and immediate benefits to the stakeholders of both our institutions, at a time when consolidation in global financial markets infrastructure is accelerating. This is in line with SIX’s growth strategy and our commitment to serve customers with highly reliable infrastructure services and seamless access to capital markets.”
Jos Dijsselhof, CEO of SIX, said “BME will benefit from SIX’s expertise across the value chain, an opportunity to become the EU-hub for the world’s largest asset pool, SIX’s strengths in financial information and distributed ledger technology, as well as its global reach. It is intended that BME will continue to operate independently with its existing management team, regulated by the CNMV as now. With our combined scale efficiencies in technology and securities services, as well as the development of centers of excellence to support best practices and an enhanced product range for both companies, this is a highly compelling combination. This proposed transaction will give us the capability to invest in both groups and create a very strong platform to compete and innovate in the global financial market infrastructure sector.”