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倫敦交易所:拒絕港交所併購建議 交易有基本缺陷

2019/9/13 — 19:46

倫敦證券交易所公布,董事會一致否決港交所提出的併購建議。倫敦交易所表示,董事會、金融及法律顧問經考慮有關併購建議後,包括建議提及的戰略及價值等,董事會決定拒絕有關建議,鑑於交易有基本缺陷( fundamental flaws),認為沒有必要進一步接洽。

倫敦交易所已致函港交所,列明拒絕原因。信件提到倫敦證券交易所是重要的金融市場基礎設施,港交所提出交易,將要獲多個政府、監管部門批准,認為港交所董事會架構、以及與香港政府關係,會令審批過程增添變數。

倫敦證券交易所質疑,港交所一方認為交易可迅速、確定完成,根本不可信,倫交所認為,審批過程將會相當漫長,是否得到相關人士的支持,亦不明確,將會令倫交所的股東有重大風險。

廣告

指港交所股份不吸引    香港近日情況增不確定性

倫敦證券交易所質疑,交易作價大部分以港交所新股支付,對股東而言並不吸引。信件質疑,港交所股份的價值不明確,香港近日情況令股份價值有額外不確定性。倫交所又質疑,港交所長遠作為戰略門戶(strategic gateway)持續性,港交所業務過度集中香港,令交易增加難度。

廣告

香港交易所(388)前日收市後發出通告,已向歐洲最大的交易所倫敦證券交易所提出併購建議,將香港交易所及倫敦證券交易所集團兩間公司合併。根據港交所通告,公司提出以現金及新發行股份併購倫敦證券交易所,作價約 296 億英磅(約  2,867 億港元)。

倫敦交易所新聞稿:

FOR IMMEDIATE RELEASE 13 September 2019

Rejection of Conditional Proposal from HKEX

Further to the announcement on 11 September 2019, the Board of London Stock Exchange Group plc ("LSEG"), together with its financial and legal advisers, has now considered the unsolicited, preliminary and highly conditional proposal from Hong Kong Exchanges and Clearing Limited ("HKEX") to acquire the entire share capital of LSEG (the "Conditional Proposal").

The Board has fundamental concerns about the key aspects of the Conditional Proposal: strategy, deliverability, form of consideration and value. Accordingly, the Board unanimously rejects the Conditional Proposal and, given its fundamental flaws, sees no merit in further engagement.

LSEG has today sent a letter to HKEX setting out the reasons for its rejection. The letter is set out in the Appendix.

LSEG remains committed to and continues to make good progress on its proposed acquisition of Refinitiv Holdings Ltd ("Refinitiv"). Regulatory approval processes are under way and a circular is expected to be posted to LSEG shareholders in November 2019 to seek their approval of the transaction. The transaction remains on track to close in H2 2020.

倫敦交易所去信港交所解釋拒絕併購建議的理據

LSEG's Letter to HKEX

Dear Ms Cha and Mr Li,

We are responding to your highly conditional proposal of 9 September 2019.

We were very surprised and disappointed that you decided to publish your unsolicited proposal within two days of our receiving it.

Having now considered your letter and the associated documents carefully with our financial and legal advisors, the Board has fundamental concerns about your proposal.

The Acquisition of Refinitiv 

LSEG agreed and announced the acquisition of Refinitiv on 1 August 2019. This was the culmination of many months of strategy development, deep consideration and discussion.  It is a transformational transaction, strategically and financially.  The combined global business will be headquartered and domiciled in the UK with a premium listing in London. 

The financial and strategic logic of the Refinitiv transaction has been exceptionally well received.  Since the Refinitiv announcement, the LSEG share price is up c.29%, a value increase of c.£5.8bn.  There is positive market sentiment about the potential for further value creation for the enlarged group and the Board is confident that significantly greater value can be achieved. 

Our Evaluation of your Highly Conditional Proposal 

1.     HKEX Proposal Does Not Meet Our Strategic Objectives

We do not see strategic merit for LSEG in your proposed transaction.  Our planned acquisition of Refinitiv meets LSEG's strategic objectives across its businesses which the Board believes to be critical for a leading Financial Markets Infrastructure provider of the future.  In stark contrast, the high geographic concentration and heavy exposure to market transaction volumes in your business would represent a significant backward step for LSEG strategically.

We recognise the scale of the opportunity in China and value greatly our relationships there.  However, we do not believe HKEX provides us with the best long-term positioning in Asia or the best listing / trading platform for China.  We value our mutually beneficial partnership with the Shanghai Stock Exchange which is our preferred and direct channel to access the many opportunities with China.

2.     Serious Deliverability Risk 

LSEG provides critical financial markets infrastructure.  Your proposal would be subject to full scrutiny from a number of financial regulators, as well as governmental entities under, for example, the UK Enterprise Act, the CFIUS process in the US, and the 'golden powers' regime in Italy.  There is no doubt that your unusual Board structure and your relationship with the Hong Kong government will complicate matters.  Accordingly, your assertion that implementation of a transaction would be "swift and certain" is simply not credible.  On the contrary, we judge that the approval processes would be exhaustive and that support from relevant parties, vital for the transaction, is highly uncertain.  This would pose serious risk for our shareholders. 

In this context, the consequence of our pursuing your proposal would be the termination of the acquisition of Refinitiv when there is such uncertainty, given the regulatory, shareholder and other approvals you require, that a sale to you would be concluded.  In our judgement, this is not a course of action that could be recommended to our shareholders, particularly given the high confidence we have in the significant value creation and deliverability of the Refinitiv transaction.

3.     HKEX Share Consideration is Unattractive

We note that three-quarters of your proposed consideration is in HKEX shares, representing a fundamentally different and much less attractive investment proposition to our shareholders.  We see the value of your share consideration as inherently uncertain.  The ongoing situation in Hong Kong adds to this uncertainty.  Furthermore, we question the sustainability of HKEX's position as a strategic gateway in the longer term.  The Hong Kong concentration and core characteristics of your business, together with your Hong Kong domicile and listing, present an additional set of difficulties.

4.     Value Falls Substantially Short

Irrespective of the considerations above, and even assuming your proposal were deliverable, its value falls substantially short of an appropriate valuation for a takeover of LSEG, especially when compared to the significant value we expect to create through our planned acquisition of Refinitiv.

Taking all of these factors into account, the Board unanimously rejects your proposal.  Given the fundamental flaws in your proposal, we see no merit in further engagement.

Yours sincerely,

Don Robert

Chairman, London Stock Exchange Group plc

 

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