January 27, 2026 | Financials | Europe | Active

Allfunds Group / Deutsche Boerse: Deal Insight


On 21-Jan-26, German stock trading platform firm Deutsche Boerse entered into a Business Combination Agreement (BCA) to acquire Amsterdam-listed fund trading platform Allfunds for €5.4bn in a cash-and-stock transaction. Allfunds shareholders will receive €6.00 in cash and 0.0122 DB1 shares per Allfunds share. Using DB1’s 10-day VWAP of €213.40 for the period ended 26-Nov-25, the share component is worth €2.60 per Allfunds share, implying a total consideration of €8.80 after a permitted 2025 Allfunds dividend, of €0.20, is paid in May 2026. This is a 32.5% premium to Allfunds’ undisturbed closing price of €6.64 on 26-Nov-25, before the companies disclosed preliminary discussions. The BCA notably restricts and equalises dividend payments depending on the date of deal completion. DB1 has fully committed financing for the cash consideration, supported by a bridge facility from Barclays and BNP Paribas, and under the BCA, DB1 must have the bridge facility in place prior to the Allfunds shareholder meetings. The transaction is structured as a court-sanctioned scheme of arrangement under the UK Companies Act. It requires approval at the Court Meeting by a majority in number of scheme shareholders present and voting, representing at least 75% in value of shares voted, as well as approval at an EGM. Allfunds’ directors unanimously support the deal and intend to recommend that shareholders vote ...


Contents

  • Merger Agreement Overview
  • Merger Rationale
  • Antitrust Risk
  • Relevant Market Definitions
  • Horizontal Antitrust
  • Vertical Antitrust
  • Potential Remedies
  • Shareholder Vote and Potential Interlopers
  • Timing
  • Trading Recommendation





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