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Deutsche Börse AG’s €3.9 Billion Recommended Takeover Offer for SimCorp A/S

April 27, 2023

On April 27, 2023, Deutsche Börse AG, an international exchange organization and market infrastructure provider, and SimCorp A/S, which offers a front‑to‑back investment management platform and ecosystem used by asset owners and managers, entered into a binding agreement pursuant to which Deutsche Börse AG will make an all cash voluntary recommended public takeover offer to acquire all the shares (except treasury shares) in SimCorp A/S at a price of DKK 735.0 per share, adjusted for any dividends or other distributions paid by SimCorp A/S prior to completion of the offer, valuing the entire issued capital of SimCorp A/S at €3.9 billion. In parallel to the takeover of SimCorp A/S, Deutsche Börse AG intends to combine its existing data & analytics subsidiaries Qontigo and ISS under one leadership. Upon completion of the offer, the intended combination of Qontigo/ISS and SimCorp A/S will be grouped within a newly created Investment Management Solutions segment. Cravath is representing Deutsche Börse AG as U.S. counsel in connection with the transactions.

The Cravath team is led by partners Aaron M. Gruber and Bethany A. Pfalzgraf and includes associate Maria Ricaurte on M&A matters; partner Ronald E. Creamer Jr. and associate Jamie H. Lee on tax matters; partner Eric W. Hilfers and senior attorney Sarah W. Colangelo on executive compensation and benefits matters; and partner Margaret T. Segall and of counsels Jesse M. Weiss and Benjamin G. Joseloff on regulatory matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Tax
  • Executive Compensation and Benefits
  • Antitrust
  • Financial Services and Insurance
  • Technology
  • Fintech

People

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Name
Aaron M. Gruber
Title
Corporate
Title
Partner
Email
agruber@cravath.com
Phone
+1-212-474-1456
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    Education

    • J.D., 2007, Stanford Law School
      Order of the Coif
    • M.Phil., 2004, University of Cambridge
      Gates Cambridge Scholar
    • B.S., 2003, Yale College
      summa cum laude

    Admitted In

    • New York
    Photo
    Name
    Bethany A. Pfalzgraf
    Title
    Corporate
    Title
    Partner
    Email
    bpfalzgraf@cravath.com
    Phone
    +1-212-474-1728
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      Education

      • J.D., 2014, Columbia Law School
      • B.A., 2010, Boston College
        cum laude

      Admitted In

      • New York
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      Name
      Ron Creamer
      Title
      Tax
      Title
      Partner
      Email
      rcreamer@cravath.com
      Phone
      +1-212-474-1010
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        Education

        • M.P.P.M., 1991, Yale University
        • J.D., 1991, Yale Law School
        • A.B., 1987, Princeton University

        Admitted In

        • New York
        Photo
        Name
        Eric W. Hilfers
        Title
        Executive Compensation and Benefits
        Title
        Partner
        Email
        ehilfers@cravath.com
        Phone
        +1-212-474-1352
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          Education

          • J.D., 1998, University of Chicago Law School
            with Honors
          • A.B., 1995, Princeton University

          Admitted In

          • New York
          Photo
          Name
          Margaret T. Segall
          Title
          Litigation
          Title
          Partner
          Email
          msegall@cravath.com
          Phone
          +1-212-474-1231
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            Education

            • J.D., 2008, Harvard Law School
              cum laude
            • A.B., 2003, Harvard College
              magna cum laude

            Admitted In

            • New York
            Photo
            Name
            Jesse M. Weiss
            Title
            Litigation
            Title
            Of Counsel
            Email
            jweiss@cravath.com
            Phone
            +1-212-474-1421
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              Education

              • J.D., 2008, Georgetown University Law Center
                magna cum laude
              • B.A., 2003, University of Maryland

              Admitted In

              • New York
              Photo
              Name
              Benjamin G. Joseloff
              Title
              Corporate
              Title
              Of Counsel
              Email
              bjoseloff@cravath.com
              Phone
              +1-212-474-1810
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                Education

                • J.D., 2008, Stanford Law School
                  Pro Bono Distinction
                • B.A., 2004, New York University
                  Phi Beta Kappa, summa cum laude

                Admitted In

                • New York
                Photo
                Name
                Sarah W. Colangelo
                Title
                Executive Compensation and Benefits
                Title
                Senior Attorney
                Email
                scolangelo@cravath.com
                Phone
                +1-212-474-1254
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                  Education

                  • J.D., 2014, Georgetown University Law Center
                    Order of the Coif, magna cum laude
                  • B.A., 2007, Duke University
                    summa cum laude

                  Admitted In

                  • New York

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                  Jefferies and SMBC’s Expansion of Strategic Alliance

                  On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.

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                  On February 6, 2023, RedHill Biopharma Ltd. (“RedHill”), a specialty biopharmaceutical company, announced the extinguishment of all RedHill’s debt obligations (including all principal, interest, revenue interest, prepayment premiums and exit fees) under the Credit Agreement between RedHill’s U.S. subsidiary RedHill Biopharma Inc. and HealthCare Royalty (“HCR”) dated February 23, 2020 (as amended) in exchange for the transfer of its rights in Movantik® (naloxegol) to Movantik Acquisition Co., an affiliate of HCR. Cravath is representing RedHill in connection with the transaction.

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