A raft of leading firms including Linklaters, Allen & Overy and Cravath Swaine & Moore are acting in relation to Deutsche Börse’s €3.9bn acquisition of Danish software provider SimCorp. 

The acquisition is poised to be the German stock exchange operator’s largest to date and signals its shift away from cash equities for revenues and towards data and analysis. The company has called in longtime legal counsel Linklaters to advise it on the deal alongside Danish firm Plesner, Germany’s Hengeler Mueller and Cravath Swaine & Moore, which is acting as US counsel. 

Meantime SimCorp is being advised by Danish firm Kromann Reumert and Covington & Burling, which is representing the company as US counsel, while Allen & Overy is advising Morgan Stanley in connection with a bridge financing for the deal. 

Under the terms of the deal Deutsche Börse will pay 735.0 kroner (€98.7) a share in cash, in an all debt-financed transaction that values SimCorp at €3.9bn. SimCorp’s board of directors said it had unanimously decided to recommend to shareholders to accept the deal, which is expected to complete Q3. 

In addition, Deutsche Börse said it was planning to merge and possibly float its existing data and analytics subsidiaries Qontigo and ISS, which will be grouped with SimCorp in a new Investment Management Solutions segment following the completion of the latter’s acquisition. 

Theodor Weimer, CEO of Deutsche Börse, said: “Over the last couple of years we have significantly enhanced our data and analytics capabilities with a focus to further develop within the investment management business. SimCorp is a perfect fit strategically and culturally. It is one of the leading global investment management software providers, serving the largest asset managers and asset owners worldwide.”

He added that the acquisition of SimCorp and the merger of Contigo and ISS would “bring long-term growth, sizable and tangible synergies, and a significant increase of our recurring revenues.”

The Linklaters team advising Deutsche Börse was led by banking counsel Urs Lewens, German head of banking Marc Trinkus and banking partner Przemyslaw Lipin (all Frankfurt). 

Meantime Plesner’s team included corporate finance partners Thomas Holst Laursen, Janus Jepsen and Henrik Laursen alongside corporate finance lawyers Simon Mejer and Sofie Riisgaard Mathiesen and junior legal advisors Marcus Franzpötter and Jonas Egelykke Jensen.

Hengeler Mueller’s team was led by M&A partners Daniel Möritz and Lucina Berger and included partners Christian Schwandtner (M&A), Markus Röhrig (antitrust), Dirk Uwer (FDI), Markus Ernst (tax), Alexander Rang (capital markets), Christian Hoefs (employment) and Christian Schmies (regulatory) alongside a supporting cast of counsel and associates.

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

The Kromann Reumert team advising SimCorp is led by M&A partners Marianne Philip, Christian Lundgren and Thejs Tofting alongside attorney Martin Greisen and assistant attorney Iman Derras (both corporate). Regulatory advice was provided by partner Bart Creve and attorney Adrian Kielberg. Finance advice was provided by partners Kim Rasmussen and Jakob Bernhoft.

Meantime at Covington & Burling the team includes partners Uri Donon (M&A) and Bruce Bennet (capital markets), corporate associate Barbara Asiain and visiting lawyer Elsie Nasser. 

Finally at Allen & Overy the team included partners Greg Brown (London), Dr Walter Uebelhoer (Munich, both banking and finance) and Dr Jonas Wittgens (corporate/M&A, Hamburg), counsel Dr Ilja Baudisch (Munich), senior associate Marc van Heerden and associate Nicole Crockford (both London, all banking and finance).

Hengeler and Cravath also advised Deutsche Börse on its acquisition of a majority stake in governance and ESG data and analytics provider ISS in 2021. In 2019 the firms had assisted the stock exchange in its $850m acquisition of risk management provider Axioma, the core software of which was later folded into the newly-founded Qontigo. 

Meantime Linklaters has been advising Deutsche Börse for a number of years, including on its 2022 acquisition of leading European fund data specialist Kneip Communication and its long-running merger talks with the London Stock Exchange, which hit the skids back in 2017 when the merger was blocked by the European Commission.