Following recent rumors reported in the financial press, Allfunds and Deutsche Börse have each issued statements confirming that they are in “exclusive negotiations” regarding a potential acquisition by Deutsche Börse of all issued and outstanding share capital of Allfunds.
“Allfunds confirms that it has been approached by Deutsche Börse AG (Deutsche Börse) and is in exclusive negotiations with it regarding a possible acquisition of Allfunds by Deutsche Börse. The Board of Directors of Allfunds has unanimously agreed to enter a period of exclusivity based on the proposal submitted by Deutsche Börse,” Allfunds explained in its statement.
For its part, Deutsche Börse expressed caution and noted that “the announcement of any binding offer regarding a potential acquisition is subject to the satisfaction or, where applicable, waiver of a number of customary conditions precedent, including, among others, the successful completion of customary due diligence on Allfunds, the finalization of definitive transaction documentation, and final approval by the Boards of Directors of both Deutsche Börse and Allfunds.”
The proposal entails a total consideration of €8.80 per Allfunds share, valuing the company at €5.29 billion. The proposed payment would be structured as follows:
€4.30 per Allfunds share in cash;
€4.30 in new Deutsche Börse shares for each Allfunds share—calculated based on the 10-day volume-weighted average price (VWAP) of Deutsche Börse shares prior to the announcement, unaffected by the deal;
€0.20 per Allfunds share for fiscal year 2025, as a permitted cash dividend to be paid by Allfunds in 2026.
Deutsche Börse’s Rationale
Deutsche Börse Group stated it strongly believes in the “solid strategic, commercial, and financial rationale” of combining Allfunds with its own fund services business segment. “This potential business combination would represent a successful new consolidation, creating a true pan-European ecosystem. It would reduce fragmentation in the European investment fund industry and result in a harmonized, globally scaled business that would play a key role in further facilitating the channeling of retail savings into productive capital allocations, such as investment funds. The combination is expected to generate significant operational efficiencies and cost synergies across platforms and services, enable a streamlining of investment capacity, and foster greater innovation for clients, with even faster market access. Overall, both clients and EU equity markets are expected to benefit significantly from the strengthened structure of such a combined platform,” Deutsche Börse noted in its statement.
It added: “Deutsche Börse Group is a firm advocate that a thriving fund sector is essential to the EU’s status as a globally relevant financial hub. The proposed transaction would align with Deutsche Börse’s strategy and further underscore its continued commitment and efforts to strengthen European capital markets and their global competitiveness, as envisioned in the Savings and Investments Union (SIU).”
Next Steps
Both companies reiterated that the announcement of any binding offer related to the proposal is subject to the fulfillment—or waiver—of a number of customary conditions, including a satisfactory due diligence review of Allfunds, the finalization of definitive transaction documents, and approval from the boards of Deutsche Börse and Allfunds.
“There can be no certainty regarding the conclusion of any future agreement with Deutsche Börse or any other party in relation to a potential transaction, nor regarding the terms of any possible transaction (if agreed),” Allfunds stated.
Allfunds began trading on Euronext Amsterdam in April 2021, after placing nearly 30% of its capital at a price of €11.50 per share. On its first trading day, the stock rose by 20%.
