SIX Group AG (SIX), the Swiss financial markets infrastructure operator, has successfully completed its all-cash voluntary tender offer for Bolsas y Mercados (BME), operator of the Spanish stock exchanges and cornerstone of the Spanish capital markets, securing an acceptance level of 93.16% of BME’s share capital.
A total of 77,899,990 shares have been tendered at a price of 32.98 euros, representing a total of EUR 2,569,141,670 million or CHF 2,748,981,587 million. Following the settlement, SIX will acquire control of BME, which will become part of SIX.
The combination of BME and SIX, both of which are leaders in their domestic financial markets, will create a more diversified group with a strong presence across Europe, becoming the 3rd largest European financial market infrastructure group and the 10th largest globally by revenue. SIX believes that this transaction will strengthen both the Spanish and Swiss ecosystems bringing new capabilities to BME and SIX participants and attracting new global capital pools to Spain. Strategic use of financial information and data is increasingly important in market infrastructure, and this combination will produce an entity with the scale and flexibility to further invest in innovative solutions for its clients and partners.
Thomas Wellauer, Chairman of SIX, said: “Over the last three months, as the COVID-19 pandemic has disrupted everyday life and economies around the world, we have seen how important a resilient market infrastructure is to the proper functioning of capital markets. The role of Exchanges in supporting the economy and in ensuring fair, orderly and transparent markets has never been more apparent.
The combination of BME and SIX will create a stronger, more diversified group with an enlarged global footprint and a unique capacity to respond to the increasingly sophisticated demands of clients. Today, SIX and BME embark on a new phase of growth that will deliver new opportunities with immediate benefits to the stakeholders of both companies and the wider economies in which they operate.”
Jos Dijsselhof, CEO of SIX, said: “With the successful completion of this transaction, we have laid the foundations of what is now the third largest infrastructure operator in Europe. The combination of BME and SIX will provide us with the strength and scale to address the challenges presented by current circumstances, and to serve our market participants more effectively in the years to come. The integration of our products and services will allow us to generate value, grow revenues and compete globally. The combined group will be more ambitious and innovative, investing in opportunities that would have been unavailable to the separate entities. Together, we will succeed in driving the transformation of financial markets, to our own benefit and that of the ecosystem that surrounds us.”
Jos Dijsselhof added: “SIX is committed to preserving and strengthening BME’s position in Spain. The combined group will create innovation hubs in Spain and attract new pools of capital to the Spanish market. We look forward to fulfilling the various commitments we have made to the Spanish authorities ahead of the integration process, which we aim to begin as soon as possible.”
Javier Hernani, CEO of BME, said: "Joining SIX is fantastic news for BME. Together we have a stronger business model that will enable us to continuously improve our products and services offering as well as significantly grow our client reach. The combined group will now be able to better address the growing needs of the Spanish market and at the same time expand its global footprint. BME will continue to respond to the needs of its clients and its market, as part of a stronger group that is eager to invest and innovate."
SIX and BME: a winning partnership
SIX and BME are well established in Switzerland and Spain and will continue to serve their domestic markets while growing their global footprint. The combination will benefit from a more balanced, multi-asset profile, with a stronger positioning in Europe’s financial market infrastructure.
SIX will continue to fully deliver its core Swiss financial markets infrastructure services, now enhanced by BME's expertise in areas such as fixed income, derivatives and indices. BME will continue to fully deliver its core services to their customers in Spain and will benefit from new financial information solutions, as well as blockchain and distributed ledger technology solutions.
The combined group will have the flexibility to deploy more capital on new projects and accelerate investments in innovation. SIX recognises the different opportunities offered by the Spanish market and intends to preserve and further invest in local infrastructures to attract new investors.
The management team of the enlarged group will reflect this new reality: the board of directors of BME will comprise a significant percentage of Spanish representatives and will reflect the new ownership structure, while SIX will propose to give entry to two independent Spanish directors of BME to its own board while Javier Hernani Burzako, CEO of BME, will become a member and join the SIX Executive Board, effective immediately.
SIX is strongly capitalized with an A+ credit rating from Standard & Poor’s and has sufficient financing capacity and full bank support to fund the proposed transaction in cash. SIX expects that envisaged funding of the proposed transaction will preserve a strong investment grade rating for the new group.
SIX deposited seven first demand guarantees issued on 24 January 2020 for an aggregate amount of EUR 2,792,759,637.20 (which equals the total amount for the 83,615,558 shares representing 100% of BME’s share capital), by the following lenders: Credit Suisse, UBS, BBVA, Banco Santander, CaixaBank and Kutxabank. The bank facility is expected to be refinanced with existing liquidity and long term senior debt up to an amount of EUR 1 billion.
SIX has been advised by Credit Suisse, Alantra and Santander (joint financial advisors) as well as Linklaters (legal advisor) on the transaction.