Deutsche Börse Group and Allfunds have jointly entered into a binding agreement on the terms of a recommended acquisition by Deutsche Börse Group.

Under the terms of the Acquisition, each Allfunds shareholder will be entitled to receive €8.80 per Allfunds share to be delivered as follows:

• €6.00 per Allfunds share in cash;
• 0.0122 new Deutsche Börse Group shares per Allfunds share, representing €2.60 per Allfunds share based on the volume-weighted average price of €213.40 per Deutsche Börse Group share for the ten-day period ended on 26 November 2025; and
• a permitted cash dividend of up to €0.20 per Allfunds share (excluding those in treasury) for the financial year 2025.

In addition, Allfunds shareholders will also be entitled to receive certain further permitted dividends in respect of subsequent financial periods.

The consideration payable under the Acquisition values Allfunds at approximately €5.3 billion and represents a premium of 32.5 percent to the closing price of €6.64 per Allfunds share as at the close of business on 26 November 2025 and a premium of 40.3 percent to the volume-weighted average price for the three-month period ended 26 November 2025 of €6.27 per Allfunds share.

The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between Allfunds and Allfunds shareholders under Part 26 of the UK Companies Act 2006, requiring the approval by a majority in number representing not less than 75 percent in value of Allfunds’ Scheme Shareholders present and voting, either in person or by proxy, at the Court meeting.

The Allfunds Directors unanimously support the Acquisition and intend to recommend unanimously that Allfunds shareholders vote in favor of the Acquisition.

Deutsche Börse Group has received irrevocable undertakings in support of the Acquisition in respect of 292,376,083 Allfunds shares in aggregate, representing approximately 48.9 percent of the issued share capital (excluding treasury shares) of Allfunds as at 20 January 2026.

Deutsche Börse Group has received irrevocable undertakings to vote in favor of the Scheme at the Court meeting and the resolutions to be proposed at the Allfunds general meeting from LHC3 Limited and BNP Paribas, who hold 215,907,812 and 76,441,271 Allfunds shares, respectively, representing approximately, 36.1 percent and 12.8 percent, respectively, of the issued share capital (excluding treasury shares) of Allfunds as at 20 January 2026.

Deutsche Börse Group has also received irrevocable undertakings to vote in favor of the Scheme at the Court Meeting and the resolutions to be proposed at the Allfunds general meeting from each of the Allfunds Directors, who hold 27,000 (or, on or prior to the Effective Date, will hold) Allfunds shares, in aggregate representing approximately 0.005 percent of the issued share capital (excluding treasury shares) of Allfunds as at 20 January 2026.

Annabel Spring, CEO of Allfunds said:

“Over the past 25 years, Allfunds has democratised access to investment funds around the world and shaped the wealth management industry. We have grown to be a leading global distribution and dealing platform connecting distributors with fund partners across 66 countries. The combination of deep expertise and exceptional client service and innovation, from alternatives to blockchain, have made Allfunds what it is today. With Deutsche Börse Group, our complementary footprints and capabilities create a world-class player with global reach and local relationships, which will better support distributors and fund partners, and propel the wealth management industry forward. The board of Allfunds is confident that the offer represents a compelling opportunity for Allfunds shareholders to realise value, delivering an attractive premium, in cash and shares, allowing future participation in the benefits of the combination.”

Stephan Leithner, CEO of Deutsche Börse Group said:

“We are very pleased to announce the acquisition of Allfunds, which is to be unanimously recommended by its Directors and is supported by its two largest shareholders. We believe that the combination of Allfunds Group’s technical expertise and entrepreneurial drive with Deutsche Börse Group’s capabilities within Clearstream Fund Services will create a leading business in the sector, which better serves the needs of clients, supporting the continuing development of the funds sector in Europe and around the world. This acquisition represents the next step in the development of Deutsche Börse Group as a European champion in providing critical infrastructure to the financial markets. It is a testament to our strategy of ‘Leading the transformation’.”

Deutsche Börse Group believes that the combined group will be able to achieve annual run rate pre-tax cost synergies of approximately €60 million, representing approximately 15 percent of the combined cost base of Allfunds and Deutsche Börse Group’s Clearstream Fund Service segment. In addition, Deutsche Börse Group expects to realize annual run-rate cash savings on capital expenditure of approximately €30 million.

These synergies will primarily be delivered through the implementation of the combined operating model across core services, a streamlined regulatory and IT set-up and simplifications of central functions.

Deutsche Börse Group expects to deliver approximately 50 percent of the total annual-run-rate synergies, including both cost and capital expenditure savings, by year-end 2028.

The Acquisition is anticipated to deliver on an annual run-rate basis high single-digit accretion to Deutsche Börse Group’s Cash EPS within the first full year following completion of the Acquisition, consistent with Deutsche Börse Group’s disciplined approach to capital deployment and its key financial criteria for value-accretive M&A. Following completion, Deutsche Börse Group expects to maintain its AA- long-term rating at the Group level.

Deutsche Börse Group has fully committed funding in place to finance the cash portion of the consideration under the Acquisition.

Subject to the receipt of applicable regulatory approvals, the completion of the Acquisition is anticipated to occur in the first half of 2027.