London Stock Exchange Group plc has revised its cash offer to acquire a majority stake in clearing firm LCH.Clearnet Group Ltd. (LCH) to €328 million ($426 million), to reflect the fact that LCH.Clearnet is facing rising capital requirements.
Under the revised terms, the LSE will acquire up to 55.5% in LCH.Clearnet, in addition to the 2.3% stake it already owns. LCH.Clearnet shareholders will receive €15 per share acquired, comprised of €14 in cash and €1 of “deferred consideration” (cash payable on September 30, 2017). The revised offer values LCH.Clearnet at €633 million.
Following completion of the deal, LCH.Clearnet will undertake a €320 million capital raise in order to meet increased regulatory capital requirements. It’s expected to complete that transaction by the end of the second quarter.
Additionally, the NASDAQ OMX has agreed to increase its stake in LCH.Clearnet from 3.7% to 5.0%, and its CEO, Bob Greifeld, will join the board of LCH.Clearnet.
The firms say that the deal will be immediately earnings accretive for LSE shareholders, and they are forecasting recurring gross revenue synergies of up to €40 million per year, along with expected annual cost savings of approximately €25 million per year.
The LSE says that the transaction will enable it to further develop its current product and service offering, broaden its international clearing capabilities, and will provide it with new opportunities for innovation, including, for example, the opportunity to seek to develop a new listed fixed income derivatives business.
“Our partnership with LCH.Clearnet will be transformative,” said the LSE’s CEO, Xavier Rolet. “Together with our customers, we will promote greater innovation, choice and competition in the risk management industry, especially in listed derivatives. This new-style open-access clearing model, will build upon the successes we have already had with our existing equity and fixed income trading partnerships.”
The firms report that they have received non-binding letters of support and indications of intent from core LCH.Clearnet shareholders, representing about 72.9% of its share capital, that they intend to support the transaction, including the proposed capital raise.