DGAP-Ad-hoc: Deutsche Börse AG / Key word(s): Mergers & Acquisitions Deutsche Börse AG: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc 29-March-2017 / 11:04 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 ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc The European Commission informed Deutsche Börse AG ("DBAG") today that it has decided to prohibit the recommended all-share merger between DBAG and London Stock Exchange Group plc ("LSEG"). Despite the remedies offered by the companies, the European Commission concluded that the merger would significantly impede effective competition in the common market. The official service of the prohibition decision is expected soon. Upon receipt of the official service by DBAG of this decision by the European Commission, it will become impossible to fulfil the closing condition set forth in section 14.1 B.7 (EC Merger Control) of the offer document for the exchange offer made by HLDCO123 PLC to the shareholders of DBAG on 1 June 2016. Upon receipt of the official service of the prohibition decision, the exchange offer will therefore automatically lapse and the co-operation agreement entered into between amongst others DBAG and LSEG on 16 March 2016 will automatically terminate. HLDCO123 PLC will publish the termination of the exchange offer and will unwind (rückabwickeln) the exchange offer in accordance with the terms of the exchange offer. 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. 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 forwardlooking 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 expressed or implied by such forward-looking statements. Contact: Kai Fischer Group Communications Deutsche Börse AG Phone: +49 69 211 1 86 73 [IMAGE] Martin Halusa Group Communications Deutsche Börse AG Telefon: +49 69 211 1 29 01 [IMAGE] Grit Beecken Group Communications Deutsche Börse AG Phone: +352 2 43 3 23 75 [IMAGE] E-mail: [email protected] --------------------------------------------------------------------------- 29-March-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 --------------------------------------------------------------------------- 556515 29-March-2017 CET/CEST