SIX Group AG made an offer to acquire Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (BME:BME) from Corporación Financiera Alba, S.A. (BME:ALB) and others for €2.8 billion on November 18, 2019. The offer per share for the voluntary tender offer is €34. The offer price will be fully-paid in cash. The offer price will be adjusted downwards in the amount of €0.6 for each share of Bolsas y Mercados Españoles corresponding to the interim dividend whose distribution is expected for December 30, 2019, as long as the settlement of the offer is carried out after the ex-dividend date (i.e., December 24, 2019). In addition, the offer price will be also adjusted downwards if Bolsas y Mercados Españoles announces any other dividend, distribution, reserves, capital refund or any other kind of dividend to its shareholders prior to the offer settlement.

As of May 7, 2020, the offer per share for the voluntary tender offer has changed to €32.98. SIX Group has sufficient financing capacity and full bank support to fund the proposed transaction in cash. To elaborate, SIX Group has recently secured the monetization of a part of its stake in Worldline worth approximately €500 million via an equity collar transaction, has a significant amount of available cash on balance sheet and ample debt financing capacity. Credit Suisse is providing SIX Group with a fully underwritten bridge facility for the funding need of the proposed transaction (assuming 100% acceptance level). The bridge facility is expected to be refinanced by an optimal mix of existing resources and long-term debt market instruments. As on April 28, 2020, SIX Group sold 6% stake of Worldline shares for €675 million through a private placement and SIX intends use the proceeds of this placement to finance this transaction. It is intended that Bolsas y Mercados Españoles will continue to operate independently by Spanish National Securities Commission as of now. Bolsas y Mercados Españoles described SIX Group's offer as “amicable” and reflective of its value and agreed to a break fee of 0.5% of the ultimate transaction price, equivalent to €14 million. It is intended that Bolsas y Mercados Españoles will continue to operate with its existing management team for now. Regarding the proposed governance model, SIX Group expects to broaden the SIX Group's management team and align its structure and composition with the new enlarged footprint.

The Board of Bolsas y Mercados Españoles would also reflect the new ownership structure of Bolsas y Mercados Españoles, with SIX Group appointing the majority of its members. SIX Group intends to ensure that Spanish representatives comprise the majority of the Board, which would also include independent Directors. Additionally, SIX Group would nominate to its own Board of Directors two independent individuals of Spanish nationality or permanent residence in Spain. Measures shall be taken to ensure that those functions which are intrinsic to the Bolsas y Mercados Españoles's regulated subsidiaries (as well as such personnel and technology necessary for their functioning) shall be maintained in Spain. In this respect, SIX Group plans to maintain in Spain the registered office of the regulated entities in Spain, unless otherwise authorized by Spanish Securities Exchange Commission and that are acceptable to and agreed by SIX Group. Headquarters and brand of Bolsas y Mercados Españoles will be retained. The offer will be subject to the various conditions and requirements such as minimum acceptance level of at least 50% plus one share of Bolsas y Mercados Españoles's share capital, authorization of the transaction or non-opposition by the Spanish National Commission on Markets and Competition and the Spanish Securities Exchange Commission and approval from the Spanish Government. SIX Group expects to keep Bolsas y Mercados Españoles's stand-alone listing in the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.

If legal applicable squeeze-out thresholds are met, a de-listing may be considered. The application for authorization of the offer, including the prospectus, has been filed today with the Spanish Securities Exchange Commission. The deal has won a positive nod from Bolsas y Mercados Españoles's management on November 18, 2019. The Board of Bolsas y Mercados Españoles will give its opinion at the time of the approval of the mandatory report referred to in article 24 of Royal Decree 1066/2007 of July 27 on takeover bids. However, Board of Bolsas y Mercados Españoles unanimously stated certain positive facts about the offer. As of February 13, 2020, the transaction was preliminary approved by Spanish National Commission on Markets and Competition. As of March 24, 2020, the transaction has been approved by the Spanish government. As of April 1, 2020, the board of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. unanimously approved the transaction. The proposed acquisition would be sent now to the Spanish stock market regulator for approval. The Board of the Spanish National Securities Market Commission authorized, at its meeting on March 25,2020, the voluntary takeover bid for the shares of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. submitted by SIX Group AG. BME shareholders will have the final say on the bid. The acceptance period and closing of the transaction are expected in first half of 2020. Acceptance period will be from March 30, 202 to May 11, 2020. As of May 7, 2020, SIX Group has extended the acceptance period to June 5, 2020. As on May 6, 2020, Alba Financial Corporation supports the takeover of Six on BME and will sell their 10.08 million shares for approximately €330 million.

Credit Suisse and Alantra Partners, S.A. and Banco Santander acted as joint financial advisors and Victor Manchado, Alexander Kolb, Paloma Fierro and Sarah Wiggins of Linklaters LLP acted as legal advisors to SIX Group. Morgan Stanley and J.P. Morgan Espana S.A. acted as financial advisors and Ignacio Gómez-Sancha and Luis Lozano of Latham & Watkins LLP acted as legal advisors to Bolsas y Mercados Españoles.

SIX Group AG completed the acquisition of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (BME:BME) from Corporación Financiera Alba, S.A. (BME:ALB) and others on June 11, 2020. SIX has acquired a total of 77.899 million shares, representing 93.16% of the equity share capital. Following the settlement, SIX will acquire control of BME, which will become part of SIX.As on June 16, 2020, SIX Group AG fulfilled the rights to for exercising the squeeze-out and sell-out rights. As per terms, the price per share of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A in the case of squeeze-out and sell-out rights will same as offer that is €32.98. As at August 21, 2020, SIX holds a total of 78.807002 million shares, representing 94.249% of the equity share capital of BME, post shareholders of BME holding in aggregate 0.907012 million shares representing approximately 1.08474% of BME's share capital, have exercised their sell-out right. As of August 31, 2020, SIX holds a total of 79.69852 million shares, representing 95.315% of the equity share capital of BME post shareholders of BME holding in aggregate 1.798530 million shares representing approximately 2.151% of BME's share capital, have exercised their sell-out right. BME shareholders who still wish to exercise their sell-out right may do so until September 5, 2020.