LSEG Statement: Possible Acquisition Of Refinitiv07.29.2019
London Stock Exchange Group plc (“LSEG”) notes the recent press speculation and confirms that it is in discussions with a consortium including certain investment funds affiliated with Blackstone as well as Thomson Reuters (together the “Refinitiv Shareholders”) about a possible acquisition of Refinitiv Holdings Ltd (“Refinitiv”). Blackstone’s consortium includes an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd and certain co-investors (the “Blackstone Consortium”). There can be no certainty that discussions between the parties will progress or that a transaction will be forthcoming.
Possible acquisition of Refinitiv by LSEG
Under the key headline terms it is expected that LSEG would acquire Refinitiv for a total enterprise value of approximately US$27 billion, with new LSEG shares to be issued as consideration in full for Refinitiv’s equity value, after adjusting for Refinitiv’s net debt and other adjustments. The parties anticipate that the transaction would result in the Refinitiv Shareholders holding an approximately 37 per cent stake in the enlarged group and less than 30 per cent of the total voting rights of LSEG.
Strong strategic rationale
LSEG continually monitors global investment trends and the evolving regulatory landscape to anticipate future needs of customers. The digital transformation of the financial markets infrastructure landscape, together with the increased potential for innovation, is driving customer demand for sophisticated data content and analytics provided on flexible and open platforms. Against this backdrop, the Board has conviction that a leading financial markets infrastructure provider must operate globally and across asset classes, with data management, analytics and distribution capabilities that can serve customers across asset classes and geographies.
Refinitiv is a leading global provider of financial data and infrastructure, delivering data, insight and analytics tailored to strategic workflows across its four core customer segments; investment and advisory, trading, wealth, and risk management. Refinitiv serves over 40,000 customer institutions across 190 countries including buy and sell-side firms, market infrastructure companies, governments, financial technology firms and corporations. Refinitiv’s trading venues business includes the Tradeweb trading platform (in which Refinitiv owns a majority interest) and the FXAll and Matching platforms, among others, with average daily trading volume of over US$400 billion in FX and US$500 billion in fixed income. The Refinitiv Data Platform has over 150,000 data sources, and is a leading provider of real-time pricing, reference data, private and public company information and events, commodity, economic, quantitative and research data, Reuters News and over 10,000 other news sources.
LSEG believes that a potential transaction would offer significant customer benefits across the full range of LSEG’s businesses by: expanding its data and distribution capabilities; diversifying its trading capabilities across asset classes; increasing its global footprint and deepening customer reach; and enabling LSEG, Refinitiv and their customers to benefit from future data- and technology-enabled growth opportunities. The combined business would create a leading, UK headquartered, global financial market infrastructure provider with significant multi-asset capital markets capabilities, a leading data and analytics business and a broad post-trade offering, well positioned for future growth in an evolving landscape.
Together LSEG and Refinitiv would be the largest listed global financial markets infrastructure provider by revenue, with combined annual revenues of over £6 billion in 2018 and would be well positioned to deliver attractive top line growth over the medium-term. In addition, LSEG believes that annual run-rate cost synergies in excess of £350 million would be deliverable in the five years after Completion and that the transaction would deliver strong adjusted earnings per share accretion in the first full year after Completion.
The parties are in advanced discussions regarding Board membership, governance and other relationship agreement terms including lock-up provisions, which reflect a long-term partnership. Should the transaction proceed, the Refinitiv Shareholders intend to be supportive long-term shareholders in LSEG.
Under the transaction terms, LSEG would continue to be chaired by Don Robert and led by David Schwimmer, Chief Executive Officer, with David Warren as Chief Financial Officer.
The terms of any transaction remain subject to LSEG Board approval and there can be no certainty that a transaction will be forthcoming. Any transaction would be conditional, inter alia, upon the approval of LSEG shareholders and antitrust and regulatory clearances, as well as other customary conditions.
Further announcements will be made as appropriate.
Thomson Reuters Statement
Thomson Reuters (TSX/NYSE: TRI) confirms that it and private equity funds affiliated with Blackstone are in discussions related to a possible acquisition of Refinitiv by the London Stock Exchange Group plc (LSEG) for a total enterprise value of approximately US$27 billion. New LSEG shares are contemplated to be issued as consideration in full for Refinitiv’s equity value, after adjusting for Refinitiv’s net debt and other adjustments.
The parties anticipate that the transaction would result in Thomson Reuters holding an approximate 15% stake in LSEG if completed.
The Refinitiv business is currently 55% owned by private equity funds managed by Blackstone and 45% by Thomson Reuters. Reuters News 30-year agreement signed last year with Refinitiv will continue if ownership of Refinitiv changes.
There can be no certainty that these discussions will progress or that a transaction will be forthcoming.
Any further announcements will be made as appropriate.
Source: Thomson Reuters
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