BNP Paribas in Connection With the €5.3 Billion Sale of Allfunds to Deutsche Börse

Cleary Gottlieb is representing longstanding client BNP Paribas in connection with the €5.3 billion recommended acquisition by Deutsche Börse AG (Deutsche Börse Group) of Allfunds Group plc (Allfunds), which was announced on January 21, 2026.

Under the terms of the acquisition, each Allfunds shareholder will be entitled to receive €8.80 per Allfunds share to be delivered as follows:

• €6 per Allfunds share in cash;
• 0.0122 Deutsche Börse Group shares per Allfunds share, representing €2.60 per Allfunds share based on the volume-weighted average price of €213.40 per Deutsche Börse Group share traded on XETRA for the 10-day period ended on November 26, 2025 (being the last business day before the date of the ad-hoc announcement made by Deutsche Börse Group relating to the acquisition on November 27, 2025 (the Preliminary Discussions Announcement); and
• a permitted cash dividend of up to €0.20 per Allfunds share (excluding those in treasury) for the financial year 2025 to be paid by Allfunds in May 2026.
  In addition, Allfunds shareholders will also be entitled to receive certain further permitted dividends in respect of subsequent financial periods, subject to certain terms and conditions.

The consideration payable under the acquisition values Allfunds at approximately €5.3 billion and represents:

• a premium of 32.5% to the closing price of €6.64 per Allfunds share as at the close of business on November 26, 2025 (being the last business day before the date of the Preliminary Discussions Announcement); and
• a premium of 40.3% to the volume-weighted average price of €6.27 per Allfunds share for the three-month period ended on November 26, 2025 (being the last business day before the date of the Preliminary Discussions Announcement).

The acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the Scheme), requiring the approval of a majority in number, who represent not less than 75% in value, of Allfunds’ Scheme shareholders present and voting, either in person or by proxy, at the court meeting. Subject to the receipt of applicable regulatory approvals, completion of the acquisition is anticipated to occur in the first half of 2027.

Allfunds is a leading global dealing and distribution platform in the wealth management industry. Distinguished by its buy-free model, the breadth of its distribution network, strong global and local execution capabilities and value-added services, Allfunds has a longstanding track record of delivering growth, with AuA at a historic high of €1.7 trillion (as of September 30, 2025).

For more information, please see the press release.

The Cleary M&A team included partners Chris Gollop and Mike James, and associate Emmett Saigal. Partner Paul Gilbert advised on antitrust matters. Partner Ferdisha Snagg advised on the financial regulatory aspects. Partners Richard Sultman and Anne-Sophie Coustel advised on tax matters.