Regulatory Approvals Update
Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
16 March 2020
CFIUS REVIEW CONCLUDED AND UPDATE ON APPROVAL PROCESS RELATED TO THE PLANNED ALL SHARE ACQUISITION OF REFINITIV
On 1 August 2019, London Stock Exchange Group plc (LSEG) announced that it had reached definitive terms to acquire Refinitiv in an all share transaction for a total enterprise value of approximately US$27 billion (as at 1 August 2019) (the Transaction).
LSEG today announces that the Committee on Foreign Investment in the United States (CFIUS) has concluded its review of the Transaction under Section 721 of the Defense Production Act of 1950 and has determined that there are no unresolved national security concerns with respect to the Transaction.
LSEG continues to make progress in relation to the remaining antitrust and regulatory clearances that the Transaction is also conditional upon. We note and understand the European Commission's statement of Friday 13 March 2020 in relation to its special measures related to COVID-19 (Coronavirus) and encouraging the delay of merger filings. We continue to engage constructively with the European Commission and other relevant regulators and stakeholders to ensure that all filings and approvals proceed as efficiently as possible. We remain committed to closing the Transaction during the second half of 2020.
London Stock Exchange Group plc
Gavin Sullivan / Lucie Holloway (Media)
+44 20 7797 1222
Paul Froud (Investors)
+44 20 7797 3322
Lucas van Praag, Philip Gawith, Doug Campbell (Teneo)
+44 (0)20 7420 3183
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of LSEG in any jurisdiction in contravention of applicable law.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Transaction and other information published in connection with the Transaction contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Transaction on LSEG and its group, the expected timing and scope of the Transaction and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.
Although LSEG believes that the expectations reflected in such forward-looking statements are reasonable, LSEG can give no assurance that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the conditions to the Transaction as well as factors such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the political, social and regulatory framework, or in economic or technological trends or conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
None of LSEG or any of its associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules of the FCA), LSEG is under no obligation, and LSEG expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Completion of the Transaction is subject to the satisfaction of a number of conditions. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.
Transmission of this announcement
Neither this announcement, nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement or other information referred to therein comes, should inform themselves about, and observe, any restrictions in such laws or regulations.
Compliance with laws
This announcement has been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
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