DGAP-Ad-hoc: Deutsche Börse AG / Key word(s): Mergers & Acquisitions Deutsche Börse AG: Recommended merger of Deutsche Börse AG and London Stock Exchange Group plc - Decision to not submit a divestment of MTS S.p.A. as improved remedy to the European Commission 26-Feb-2017 / 23:46 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Deutsche Börse AG: Recommended merger of Deutsche Börse AG and London Stock Exchange Group plc - Decision to not submit a divestment of MTS S.p.A. as improved remedy to the European Commission Following the market test in relation to the remedy proposal of 6 February 2017, the European Commission has raised new concerns regarding the viability of LCH SA as a divestment business in relation to access to bond and repo trading feeds currently provided for by MTS S.p.A., an Italian regulated electronic trading platform. The European Commission has therefore required that Deutsche Börse AG ("DBAG") and London Stock Exchange Group plc ("LSEG") commit to the divestment of LSEG's majority stake in MTS S.p.A. to secure merger clearance. LSEG has resolved tonight to not commit to the required divestment of LSEG's majority stake in MTS S.p.A. The parties will await the further assessment by the European Commission and currently expect a decision by the European Commission on the merger of DBAG and LSEG by the end of March 2017. DISCLAIMER This announcement is neither an offer to purchase, exchange or sell nor a solicitation of an offer to purchase, exchange or sell shares. The terms and further provisions regarding the exchange offer by HLDCO123 PLC to the shareholders of DBAG were - to the extent not amended - set forth in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The HLDCO123 PLC shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, HLDCO123 PLC shares may not be offered or sold within the USA or in any other jurisdiction, where to do so would be a violation of applicable law. There is no public offering of HLDCO123 PLC shares in the USA. If HLDCO123 PLC shares may in HLDCO123 PLC's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the exchange offer will receive, in lieu of HLDCO123 PLC shares to which it would otherwise be entitled the net cash proceeds of the sale of such HLDCO123 PLC shares. To the extent permissible under applicable law or regulation, and in accordance with German market practice, HLDCO123 PLC or its brokers may purchase, or conclude agreements to purchase, DBAG shares, directly or indirectly, outside of the scope of the exchange offer. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for DBAG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. This announcement contains statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of DBAG and LSEG about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although DBAG and LSEG believe that the expectations reflected in such forward-looking statements are reasonable, DBAG and LSEG 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 ex-pressed or implied by such forward-looking statements. Contact: Kai Fischer Group Communications Deutsche Börse AG Phone: +49 69 211 1 86 73 Martin Halusa Group Communications Deutsche Börse AG Telefon: +49 69 211 1 29 01 Grit Beecken Group Communications Deutsche Börse AG Phone: +352 2 43 3 23 75 E-mail: [email protected] --------------------------------------------------------------------------- 26-Feb-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Deutsche Börse AG - 60485 Frankfurt / Main Germany Phone: +49 (0)69 211 - 0 E-mail: [email protected] Internet: www.deutsche-boerse.com ISIN: DE0005810055, DE000A2AA253, DE000A1RE1W1, DE000A1R1BC6, DE000A161W62, DE000A1684V3 WKN: 581005, A2AA25, A1RE1W, A1R1BC, A161W6, A1684V Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 547637 26-Feb-2017 CET/CEST