SIX Group AG (“SIX”), the Swiss financial markets infrastructure operator, today received authorisation from the CNMV for its all-cash voluntary tender offer for Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (“BME”), operator of the Spanish stock exchanges and cornerstone of the Spanish capital markets.
The offer acceptance period will be 43 calendar days from the trading business day following the publication of the first announcement. During this period, shareholders may tender their shares to receive €33.40 per share, all in cash.
SIX believes that the proposed transaction represents an attractive financial proposition for the current shareholders of BME and encourages them to tender their shares in the voluntary tender offer.
The key terms of the tender offer are:
• All-cash voluntary tender offer for 100% of the share capital of BME for 33.40 euros per share, implying a total equity value of c. EUR 2,793 million1 or CHF 2,952.76 million2. The initial Offer price amounted to 34 euros per share but was adjusted by the gross amount of the dividend of 0.60 euros per share paid by BME on 30 December 2019.
• The consideration will be further adjusted by the gross amount of an additional dividend of EUR 0.42 per share that BME expects to pay on 8 May 2020, provided that the date when the Offer results are published on the trading bulletins takes place on or later than the ex-dividend date.
• The initial consideration of the Offer represented a premium of 47.6% over the volume weighted average trading price of the BME’s shares during the six-month term immediately prior to the filling of the request for authorisation of the Offer and 33.9% over BME shares’ closing price on 15 November 20193.
• The Offer is subject to the minimum acceptance level of at least 50% plus one share of BME’s share capital (which means a total of 41,807,780 shares of BME).
• At the time of the application for authorisation of the Offer, its effectiveness was also subject to the Offeror obtaining authorisation (or non-opposition) from the CNMC. On 13 February 2020, the CNMC authorised the concentration which results from the Offer.
• Prior to the authorisation from the CNMV, on 24 March 2020 the Spanish Government authorised the change of control in BME and the other market infrastructures owned and operated by BME which would result from the Offer.
• Although SIX has not made any decision yet, BME’s future dividend pay-out ratio is likely to decrease. It is also possible that the number of dividend payments per year may change.
• SIX intends to maintain in Spain the headquarters effective place of management and the substantive operational capability (including key positions and functions) of the Spanish regulated stock exchanges, BME clearing and Iberclear.
The combination of BME and SIX, both of which are leaders in their domestic financial markets, would create a diversified group with a strong presence across Europe, becoming the 3rd-largest European financial market infrastructure group. SIX believes that this transaction will strengthen both the Spanish and Swiss ecosystems, by creating centres of excellence and bringing new capabilities to BME and SIX participants, as well as attracting new global capital pools to Spain.
Jos Dijsselhof, CEO of SIX, said today: “We are pleased to have received authorization from the CNMV today. We have presented an attractive offer to BME shareholders, with a price that reflects the value of the company and is all in cash. This represents an excellent opportunity for shareholders to tender their shares and cash in at an attractive price.”
With regards to the proposed industrial plan, Jos Dijsselhof added: “At a time of great economic uncertainty, our offer will provide for the formation of a strong and dynamic combined group with significant new growth opportunities. BME will benefit from SIX’s expertise across the entire value chain and will have the opportunity to become the leading EU-hub for the world’s largest asset pool. BME will also benefit from SIX’s strengths in financial information and distributed ledger technology, as well as its global reach. This proposed transaction will provide us with the capability to invest in both groups and create a stronger platform to compete and innovate in the global financial market infrastructure sector. We are closer to creating the 3rd largest European financial markets infrastructure group.”