BORSA ITALIANA-EURONEXT/MTS
PRESS RELEASE
PRESS RELEASE
ANTITRUST APPROVES PURCHASE OF MTS BY EURONEXT AND BORSA ITALIANA
Equitable, timely, transparent and non-discriminatory access to post-trading to be provided
The Italian Competition Authority, at its meeting on 14 December 2005, approved the purchase of MTS by Euronext - the holding company for the Euronext Group, formed by the merger of the Paris, Amsterdam and Brussels stock exchanges - and Borsa Italiana [the Italian Stock Exchange], after deciding not to launch an inquiry.
In this operation, Euronext and Borsa Italiana will gain joint control of MTS through the acquisition of at least 51% of MTS's capital, using a company created for the purpose to be 49% owned by Borsa Italiana and 51% owned by Euronext. The deal includes agreements as to the management of the new joint venture and of MTS. This operation involves the services sector for the negotiation of financial instruments (the trading step) with particular reference to government securities, the area of activity of MTS (the company to be taken over), and the provision of services following on from negotiation which are necessary to complete the transactions (the post-trading step), an area in which the acquiring companies operate.
The merger operation will not strengthen the market position of the acquiring exchanges since there is no overlap between their operations and those of MTS. In the Authority's view, trading services for shares and derivatives (carried out by Borsa Italiana and Euronext), cannot substitute trading services for fixed-income securities (carried out by MTS). And there is no close overlap between the retail trading of government securities on the one hand (such as the MOT and EuroMOT managed by Borsa Italiana) and wholesale trades in government securities on the other (on the markets managed by MTS).
The Authority further emphasizes that for the markets competing with MTS, direct access to post-trading services (decided by Monte Titoli and Cassa, which are controlled by Borsa Italiana) represents a very important competitive factor. Consequently, Borsa Italiana has undertaken, following its discussions with the Competition Authority and subject to the oversight of the relevant Authorities, to guarantee equitable, timely, transparent and non-discriminatory access to post-trading for those requesting it, and to make changes to its regulations and internal procedures. Based on these undertakings, the Authority believes the takeover in question will not increase the likelihood of obstacles being created to trading on markets which compete with MTS by impeding their access to the services of Cassa and Monte Titoli.
Rome, 16 December 2005