Deutsche Brse says it will place up to 10,276,000 new shares with institutional investors in Europe and the US through a private placement. The proceeds will be used partly to finance the acquisition of the 50 per cent of Clearstream International it did not own already, but they will also replenish the war chest of the German exchange for further acquisitions. The shares will come from a capital increase out of the authorized share capital with preemptive rights of existing shareholders being excluded. Deutsche Bank is the sole bookrunner on the transaction.
“As the range of our products and services has grown since the IPO, the form and number of external growth opportunities has increased even further,” says Deutsche Brse CFO Mathias Hlubek. “In this environment we want to increase our financial flexibility and be in a position to actively take advantage of any value-enhancing opportunities that may arise at any time.”
To acquire Clearstream, Deutsche Brse offered an alternative of cash or up to 8 million Deutsche Brse shares in an offer that valued the outstanding 50 per cent stake in Clearstream at 1.6 billion Euro and the remaining assets at 0.14 billion Euro. Currently, demand for shares valued at up to Euros 180 million Euro has been indicated. Based on Wednesday’s closing price, this would translate into approximately 3.8 million Deutsche Brse shares. The remainder of the purchase price will be paid largely from existing cash balances and the proceeds from the private placement – with a small amount perhaps being financed by debt. The issue proceeds arising from the capital increase mean that only a minimal amount of debt financing is required, thus increasing Deutsche Borse’s ability to acquire further businesses.