Kromann Reumert advises Simcorp on takeover offer from Deutsche Börse

The Offer will be made at a price of DKK 735.0 in cash for each share of nominally DKK 1.0 in SimCorp, subject to adjustment on a DKK-for-DKK basis for any dividends or other distributions paid out to shareholders prior to completion of the Offer, valuing the entire share capital of SimCorp at approximately DKK 29.0 billion.

As a basis of the Offer, Simcorp and Deutsche Börse have today concluded an announcement agreement governing certain rights and obligations of the parties in relation to the Offer. KR has advised Simcorp on the announcement agreement and on all other legal aspects relating to the Offer. KR is also advising Simcorp and its Board of Directors on the statement to be made by the Board of Directors on the Offer once it is made.

The Offer will be made subject to a number of conditions, including a requirement that Deutsche Börse at the expiry of the offer period owns or has received valid acceptances with respect to shares representing at least fifty percent (50.0%) of the voting rights and share capital of SimCorp plus 1 share, that necessary approvals and clearances by relevant regulatory authorities are obtained, that the Board of Directors of Simcorp has not withdrawn or adversely amended its recommendation to the shareholders to accept the Offer, the non-occurrence of certain material adverse changes, and certain other customary conditions.

The KR team is being led by a cross-practice team led by partners Marianne Philip, Christian Lundgren and Thejs Tofting with attorney Martin Greisen and assistant attorney Iman Derras. Regulatory advice was provided by partner Bart Creve and attorney Adrian Kielberg. Finance advice was provided by partners Kim Rasmussen and Jakob Bernhoft.