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Euronext completes the acquisition of the Borsa Italiana Group and publishes Q1 2021 results

Euronext completes the acquisition of the Borsa Italiana Group, following the satisfaction of all condition precedents. The completion of the Transaction successfully creates the leading pan-European market infrastructure and the leading venue for capital markets in Europe.

Euronext believes that customers, of both Euronext and Borsa Italiana Group, will benefit from the greater size of the new Group, its diversified business mix and strengthened post-trade activities, including a multi-asset clearing house.

The Transaction firmly establishes Euronext as the leading pan-European market infrastructure in a post-Brexit Europe and strengthens its mission to finance the real economy through the creation of:

  • the leading listing venue in Europe, with more than 1,870 companies listed totalling €5.1 trillion in market capitalisation5;
  • the leading venue in equity financing6, with more than €63.6 billion raised in 2020 from investors to finance companies across Europe;
  • the leading venue for secondary markets in Europe7, with approximately €12.2 billion worth of cash equities and ETFs traded on a daily basis, on average8; and
  • a leading operator of post-trade infrastructures, including a multi-asset-class clearing house and a significant network of European CSDs with close to €6 trillion in assets under custody.

From a financial perspective, Euronext believes that the Transaction provides a compelling value proposition for shareholders. For the Financial Year ending 31 December 2020, the pro forma total revenue and income for the Group amounted to €1.4 billion; pro forma EBITDA amounted to €789.7 million and pro forma adjusted net income amounted to €497.6 million.

Euronext intends to leverage its enhanced capabilities to further improve European capital markets and serve as the backbone of the Capital Markets Union in Europe, while at the same time supporting local economies. Local investors, market members and issuers of each Euronext market have access to a significant range of active institutional investors across Europe and worldwide. The Transaction marks an important step towards securing Euronext’s future. It expands the Group’s strategic prospects in a rapidly changing environment and is expected to translate into new opportunities for growth, geographical expansion, business diversification and product innovation.

An integration plan is being developed, across several workstreams, under the oversight of an Integration Management Office, including representatives of both Euronext and the Borsa Italiana Group.

Euronext has signed a contract to host its Group core data centre with Aruba S.p.A. The data centre will be located in Bergamo, Italy. The date currently targeted for the first part of the Group core data centre migration, subject to regulatory approval and operational readiness, is set for 2022. The migration is being planned in response to multiple factors, including the acquisition of the Borsa Italiana Group, the dynamic created by Brexit and a strong rationale to locate the Group’s core data centre in a country where Euronext operates a large business. This migration is being planned to be ready for the migration of the Borsa Italiana markets onto the Optiq® trading platform by 2023.

Governance and shareholding evolution

On 15 February 2021, Euronext announced that Piero Novelli has been nominated by the Supervisory Board as an independent member of the Supervisory Board, to become the next Chairman of Euronext N.V., subject to regulatory and shareholder approvals.

CDP Equity and Intesa Sanpaolo become shareholders of Euronext N.V. through the subscription to a private placement of 5.6 million and 1.0 million newly issued shares in Euronext, respectively, for a price of 87.70€ per share, representing a total consideration of €579 million.

Both CDP Equity and Intesa Sanpaolo become parties to an amended and extended agreement with Euronext’s Reference Shareholders. Under the new Reference Shareholders Agreement, each of the Reference Shareholders has agreed not to sell or otherwise transfer or dispose of any of Euronext’s ordinary shares for a period of three years9, subject to certain exceptions.

As CDP Equity is now one of the two largest Reference Shareholders in Euronext with 7.31% of the share capital, it is entitled to nominate one of the Reference Shareholders representatives on the Euronext N.V. Supervisory Board. As such, on 30 March 2021, Euronext announced that Alessandra Ferone has been nominated by the Supervisory Board as member of the Supervisory Board of Euronext N.V. representing CDP Equity, subject to regulatory and shareholder approvals.

The presence of CDP Equity and Intesa Sanpaolo is expected to further support the Group’s growth ambitions while facilitating SMEs’ access to capital markets.