Euronext N.V. (ENXTPA:ENX) entered into an agreement to acquire London Stock Exchange Group Holdings Italia Spa from London Stock Exchange Group Holdings (Italy) Limited for €4.3 billion on October 8, 2020. The consideration comprises of €4.3 billion plus an additional amount reflecting cash generation to completion. The consideration will be paid in cash on closing. The potential transaction would be financed through bridge loan financing and long-term financing to be implemented through a mix of approximately €0.3 billion of existing available cash, approximately €1.8 billion of new senior debt issuance over long-term maturities and approximately €2.4 billion new equity in the form of a reserved capital increase to CDP Equity and Intesa Sanpaolo and a rights issue to Euronext’s shareholders. The financing is fully secured through a bridge loan facility underwritten by a group of banks comprising of Bank of America Merrill Lynch International Designated Activity Company, Crédit Agricole Corporate and Investment Bank, HSBC France and J.P. Morgan Securities plc. London Stock Exchange Group Holdings Italia Spa would maintain its current functions, structure and relationships within the Italian ecosystem and preserve its Italian identity and strengths. Key businesses and central functions of merged entity would be based in Milan and Rome and the leadership of the group finance function will be located in Milan. London Stock Exchange Group Holdings Italia Spa reported total assets of €163.59 billion and total equity of €1.47 billion as at June 30, 2020. The transaction represents an enterprise valuation multiple of 16.7x 2019 adjusted EBITDA. The Italian Chief Executive Officer of Borsa Italiana would join the managing board of Euronext. The Chief Executive Officer of Monte Titoli S.p.A. would join the extended managing board, alongside the other key leaders of large business units and key central functions of Euronext, with group-wide responsibilities for fixed income trading. There will be two Italiana representative on the Supervisory Board. One third of the total staff, will become a significant operational headquarter for the combined entity. As on November 20, 2020, Raffaele Jerusalmi and Andrea Sironi have agreed that it is now appropriate for them to step down from the LSEG plc Board with immediate effect. Transaction will be dependent upon the divestment of a member of Borsa Italiana being a condition of any European Commission clearance decision for the Refinitiv transaction, the European Commission having confirmed that it either approves or does not object to Euronext as the purchaser of London Stock Exchange Group Holdings Italia Spa and the Refinitiv transaction closing in accordance with its terms (each of such conditions being waived by LSEG), three partners’ managing board and supervisory board approvals, approval of Euronext’s and London Stock Exchange Group shareholders, required anti-trust and regulatory approvals in Italy, United Kingdom, United States, Belgium and France, declaration of non-objection from Euronext’s College of Regulators and competition clearance in Germany. As of January 13, 2021, European Commission has conditionally approved the Refinitiv transaction. As on February 26, 2021, the European Commission has approved the transaction. The meeting of shareholders of London Stock Exchange Group will be held in early November 2020. The regulatory and competition approvals are expected between fourth quarter of 2020 and second quarter of 2021. The Managing Board and Supervisory Board of Euronext have unanimously approved the transaction and they intend to recommend the shareholders to vote in favor of the transaction. The reference shareholders of Euronext support the transaction and have each signed an irrevocable undertaking vote in favor of the resolutions tabled at the Extraordinary General Meeting. As of November 3, 2020 London Stock Exchange Group shareholders have approved the transaction. As of November 20, the transaction was approved by shareholders of Euronext N.V. As of April 16, 2021 Italy's market regulator Consob has approved the acquisition. As per the government of Italy, Consob and the Bank of Italy will continue to directly supervise Borsa Italiana. The transaction is expected to close in the first half of 2021. London Stock Exchange Group intends to use the net proceeds from the transaction to repay indebtedness related to the Refinitiv transaction and for general corporate purposes. The transaction is expected to be accretive to the adjusted earnings per share immediately. FX de Mallmann and Mark Sorrell of Goldman Sachs International Bank, Matthew Jarman, Vipin Chhajer and Duncan Williamson of Morgan Stanley International Limited also provided fairness advise, Simon Robey and Philip Apostolides of Robey Warshaw LLP and Andrew Tusa, Ben Plant and Hugh Moran of Barclays PLC (LSE:BARC) acted as the financial advisors to London Stock Exchange Group plc. Mediobanca Banca di Credito Finanziario S.p.A., HSBC Holdings plc, François Henrot, Vincent Danjoux and Thibaut Pollet of Rothschild & Co SCA, Fabio Palazzo, Alessandro Fustinoni and Paola Brambilla of Rothschild S.p.A. and JPMorgan Chase & Co. acted as financial advisors to Euronext N.V. Lazard S.r.l. acted as financial advisor to CDP Equity. Cleary Gottlieb Steen & Hamilton LLP acted as a legal adviser to Euronext. Alberta Figari, Hans Beerlage and Han Teerink of Clifford Chance advised Intesa Sanpaolo as strategic investor of Euronext in the context of the binding agreement for purchase of Borsa Italiana by Euronext. Adrian Mellor and Sykes Mitchell of Allen & Overy LLP, Niels de Ru, Charles Honee and Tim Stevens of Allen & Overy LLP acted as legal advisors on on financing aspects as well on equity aspects. Herbert Smith Freehills advised the banks, with a team led by Will Nevin on financing. Lorenzo Parola and Simone Egidi also intervened on aspects of Italian law. Mike Flockhart of Herbert Smith Freehills acted as a legal advisor to Barclays PLC (LSE:BARC). JPMorgan Chase & Co acted as financial advisor and finance underwriter to Euronext N.V.