London Stock Exchange Group Plc (LON:LSE) had to seek another opinion on the terms of the sale of its shareholding in LSEG Italia to Euronext N.V., after it had detected a conflict in relation to Barclays’s role as sponsor.

Let’s recall that, on October 14, 2020, LSEG plc published a shareholder circular in relation to the transaction and has convened a general meeting of LSEG Shareholders for 10.30 a.m. on 3 November 2020 to consider and approve the deal.

The Circular includes confirmation from the LSEG plc Board, having been so advised by Barclays, acting in its capacity as sponsor, that it considers the terms of the Transaction are fair and reasonable as far as LSEG Shareholders are concerned and a recommendation from the Board to vote in favour of the Transaction. The Board was also advised by Goldman Sachs, Morgan Stanley and Robey Warshaw.

Today, LSEG said that, following the publication of the Circular, a conflict was identified in relation to Barclays’s role as sponsor. This conflict, which related to Barclays’s potential participation in the Euronext N.V. debt financing in connection with the Transaction, existed at the time of the fair and reasonable statement. In light of this the Board has obtained a new fair and reasonable opinion from another sponsor, Morgan Stanley.

Accordingly, the Board having been so advised by Morgan Stanley, acting in its capacity as sponsor, considers the terms of the Transaction to be fair and reasonable as far as LSEG Shareholders are concerned. In giving its advice, Morgan Stanley has taken account of the Board’s commercial assessment of the Transaction.

The London Stock Exchange Board reiterated today that it believes that the Transaction is in the best interests of LSEG Shareholders as a whole and recommends that LSEG Shareholders vote in favour of the Transaction.

According to LSEG, the principal benefit of the Borsa Italiana deal is to facilitate the completion of the Refinitiv transaction. The divestment, which represents an enterprise valuation multiple of 16.7x 2019 adjusted EBITDA, allows LSEG to achieve an attractive valuation for Borsa Italiana. The Board believes that the overall strategic rationale for, and financial benefits of, the Refinitiv Transaction remain compelling notwithstanding the divestment of Borsa Italiana.

LSEG is expected to receive proceeds in cash on closing (before deductions of applicable taxes and other transaction related costs) of €4.325 billion plus an additional amount reflecting cash generation to completion.