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Borsa Italiana And London Stock Exchange Group To Merge - Creates Europe’s Leading Diversified Exchange Group

Date 23/06/2007

The Boards of Borsa Italiana S.p.A. (“Borsa Italiana”) and London Stock Exchange Group plc (“London Stock Exchange”) today announce that they have entered into an agreement on the terms of a recommended offer to be made by the London Stock Exchange to the shareholders of Borsa Italiana. The merger of Borsa Italiana and the London Stock Exchange (the “Merger”) creates the leading diversified exchange group in Europe and the platform for additional strong growth on a European and global scale. As the European exchange leader in the listing and trading of equities and the leader in electronic trading of ETFs, securitised derivatives and fixed income products, the combined group will provide significant benefits for customers and shareholders.

The combined group will bring together two highly efficient and complementary businesses, coupling the strengths of Borsa Italiana in Italian cash equities, derivatives, securitised derivatives, fixed income products and efficient post-trade services with those of the London Stock Exchange in UK and international equities. It will capture the attractive macro-economic and market growth dynamics of Italian equities and bring together the best of the Italian and UK marketplaces. The combined group will be:
  • Europe’s leading equities business, with 48 per cent. of the FTSEurofirst 100 by market capitalisation and the most liquid order book by value and volume traded;
  • Europe’s leading market for electronic trading of ETFs and securitised derivatives and
  • Europe’s leading fixed income market, through its interest in MTS.
Moreover, the combined group will operate:
  • The most advanced trading platform of any exchange; and
  • The most efficient post-trade services in Europe.

The merger of Borsa Italiana and the London Stock Exchange will diversify the product and customer bases of the two exchanges. It will create cross-access opportunities and enlarge the liquidity pool available to listed companies thereby reducing their cost of capital. Together, they will leverage their highly compatible and broad range of skills to contribute to the growth of their marketplaces. This merger is the most important step yet for Borsa Italiana and the London Stock Exchange in realising their shared vision to be the world’s capital market.

Under the terms of the offer, Borsa Italiana shareholders will be offered 4.90 London Stock Exchange Group plc ordinary shares (“New Shares”) for each existing Borsa Italiana ordinary share (the “Offer”). Based on the London Stock Exchange Group’s closing share price of 1,387p and using the exchange rate of £1=€1.4815 as of 19 June 2007 (the day prior to the statement issued by the London Stock Exchange that it was in discussions with Borsa Italiana), the Offer values Borsa Italiana at £1,103 million (€1,634 million) and represents a value of €100.7 per Borsa Italiana share. Based on the same closing price and exchange rate, the combined group would be worth £3,900 million (€5,777 million).

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