Euronext’s €4.325 Billion Acquisition of Borsa Italiana

Cleary Gottlieb is representing Euronext in its acquisition of the Borsa Italiana Group from the London Stock Exchange Group plc (LSEG).

Euronext has entered into a binding agreement with LSEG to acquire 100% of the Borsa Italiana Group for a cash consideration of €4.325 billion. LSEG is selling Borsa Italiana in order to obtain European Commission merger control clearance for its pending acquisition of Refinitiv, and the transaction is conditional on the Refinitiv acquisition completion as well as the satisfaction of other customary conditions. The transaction signed on October 9, 2020, and is expected to close in H1 2021.

Euronext, a long-standing client of the firm, is a leading pan-European market infrastructure operator. It operates regulated exchanges in Belgium, France, Ireland, The Netherlands, Norway, and Portugal. As of the end of September 2020, it had close to 1,500 listed issuers worth €3.8 trillion in market capitalization.

The Borsa Italiana Group is the integrated Italian market infrastructure operator, with operations diversified across regulated markets (Borsa Italiana S.p.A.), fixed-income trading (MTS S.p.A., 62.53% owned by Borsa Italiana S.p.A.), central counterparty clearing (CC&G), a central securities depositary (Monte Titoli S.p.A.), and other business lines. As of August 31, 2020, 370 companies were listed on Borsa Italiana, with a total domestic market capitalization of €545 billion.

The acquisition is expected to result in the creation of a leading player in European capital market infrastructure, strengthen Euronext’s leadership in European cash equities, and add capabilities in fixed-income trading and increased post trade activities with a fully owned, multi-asset clearing house to Euronext.

Cleary fielded a cross-border team from its London, Rome, Milan, Paris, Brussels, New York, and Washington, D.C. offices to advise Euronext on the M&A, antitrust, financial regulatory, foreign direct investment, IP, technology and separation, tax, and employment aspects of this complex transaction.