DEUTSCHE BORSE AG (FRA:DB1) Deutsche Börse AG: Agreement on acquisition of majority stake in Institutional Shareholder Services Inc. (ISS)

Transparency directive : regulatory news

17/11/2020 19:17

DGAP-Ad-hoc: Deutsche Börse AG / Key word(s): Mergers & Acquisitions/Mergers & Acquisitions
Deutsche Börse AG: Agreement on acquisition of majority stake in Institutional Shareholder Services Inc. (ISS)

17-Nov-2020 / 19:17 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Deutsche Börse AG ("Deutsche Börse") has entered into binding agreements on the acquisition of Institutional Shareholder Services Inc. ("ISS"), which is a leading governance, ESG data and analytics provider.

Deutsche Börse will acquire a majority stake of approximately 80% in ISS. Genstar Capital LLC and the current management of ISS will continue to hold approximately 20% in ISS. The transaction is based on an ISS valuation of USD 2,275 million (EUR 1,925 million) cash-and-debt free for 100%. Deutsche Börse plans to finance the acquisition by around EUR 1 billion of debt and the remainder with cash.

In 2020, ISS is expected to generate net revenue of more than USD 280 million (pro-forma IFRS) and an adjusted EBITDA margin of approximately 35% pre-transaction effects, which has further operating leverage potential. Net revenue of ISS is expected to grow organically at a rate of more than 5% on average per annum until 2023.

ISS' ESG and data expertise will allow Deutsche Börse to emerge as a leading global ESG data player. Both businesses are highly complementary and offer the potential for revenue synergies along Deutsche Börse Group's entire value chain. Revenue synergies are expected to result in EUR 15 million additional EBITDA by 2023.

After the closing, ISS will continue to operate with the same editorial independence in its data and research organization that is in place today. The current executive leadership team with CEO Gary Retelny will co-invest in the transaction and will lead the business of ISS also after the closing.

The transaction is expected to close in the first half of 2021 with closing being subject to receiving required regulatory approvals and other customary closing conditions.

The "EBITDA", which is the standard key performance measure for earnings amongst Deutsche Börse's peers, is defined on page 270 of Deutsche Börse's annual report 2019. The "EBITDA margin" as a profitability indicator is measuring the Earnings before interest, tax, depreciation and amortisation as a percentage of net revenue.

Contact:
Ingrid Haas
Group Communications
Deutsche Börse AG
Telefon: +49 69 211 1 32 17

Patrick Kalbhenn
Group Communications
Deutsche Börse AG
Telefon: +49 69 211 1 47 30

E-Mail: media-relations@deutsche-boerse.com

17-Nov-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:	English
Company:	Deutsche Börse AG
	-
	60485 Frankfurt / Main
	Germany
Phone:	+49 (0)69 211 - 0
E-mail:	ir@deutsche-boerse.com
Internet:	www.deutsche-boerse.com
ISIN:	DE0005810055, DE000A1RE1W1, DE000A2LQJ75, DE000A161W62, DE000A1684V3
WKN:	581005, A1RE1W, A2LQJ7, A161W6, A1684V
Indices:	DAX
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID:	1148720


End of Announcement	DGAP News Service

1148720 17-Nov-2020 CET/CEST

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