Euronext in MTS Control Acquisition

Cleary Gottlieb is co-counsel to its long-time client Euronext, the pan-European securities exchange, in its joint acquisition with Borsa Italiana S.p.A. (the Italian Stock Exchange) of a controlling stake in MTS S.p.A.

Following a six-month, highly competitive auction process that ended July 1, 81% of MTS shareholders, who are mostly Italian and international banks and broker dealers, accepted the offer.  The acquisition, which values MTS at €245 million, will occur through a joint venture company owned 51% by Euronext and 49% by Borsa Italiana. The acquisition will be effected via a capital increase of MTS subscribed by the joint venture and via the possible purchase of shares from existing shareholders following a preemptive rights subscription and sale mechanism.  The transaction is expected to close by the end of 2005, subject to regulatory and antitrust approval.

MTS is a leading electronic trading platform for European government bonds and other fixed-income securities with over 500 connections throughout Europe and average trading volumes of approximately €85 billion a day.