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54-715: The prize was set up in 1996 by the Photographers' Gallery, London. From 1997 to 2004 it was called the Citigroup Photography Prize or Citibank Private Bank Photography Prize. Deutsche Börse has sponsored the competition since 2005, with a £30,000 prize. At that point it became the Deutsche Börse Photography Prize. It was renamed the Deutsche Börse Photography Foundation Prize in 2016 to reflect its new position within

108-476: A simple majority , to replace the management with a new one which will approve the takeover. Another method involves quietly purchasing enough stock on the open market, known as a creeping tender offer or dawn raid , to effect a change in management. In all of these ways, management resists the acquisition, but it is carried out anyway. In the United States, a common defense tactic against hostile takeovers

162-412: A subsidiary of the purchased company. This type of takeover can occur when a larger but less well-known company purchases a struggling company with a very well-known brand. Examples include: Often a company acquiring another pays a specified amount for it. This money can be raised in a number of ways. Although the company may have sufficient funds available in its account, remitting payment entirely from

216-553: A Deutsche Börse subsidiary , the International Securities Exchange , divest its 31.5% interest in Direct Edge . NYSE Euronext and Deutsche Boerse AG delayed the deadline for completing their merger until 31 March 2012, as the exchange operators try to persuade European regulators to approve the deal. The European Commission blocked the merger on 1 February 2012, citing the fact that the merged company would have

270-414: A bidder to take over a target company whose management is unwilling to agree to a merger or takeover. The party who initiates a hostile takeover bid approaches the shareholders directly, as opposed to seeking approval from officers or directors of the company. A takeover is considered hostile if the target company's board rejects the offer, and if the bidder continues to pursue it, or the bidder makes

324-636: A breach of the Code brought such reputational damage and the possibility of exclusion from city services run by those institutions, it was regarded as binding. In 2006, the Code was put onto a statutory footing as part of the UK's compliance with the European Takeover Directive (2004/25/EC). The Code requires that all shareholders in a company should be treated equally. It regulates when and what information companies must and cannot release publicly in relation to

378-418: A case, the acquiring company would only need to raise 20% of the purchase price. Cash offers for public companies often include a "loan note alternative" that allows shareholders to take a part or all of their consideration in loan notes rather than cash. This is done primarily to make the offer more attractive in terms of taxation . A conversion of shares into cash is counted as a disposal that triggers

432-417: A company an easier takeover target. When the company gets bought out (or taken private) – at a dramatically lower price – the takeover artist gains a windfall from the former top executive's actions to surreptitiously reduce the company's stock price. This can represent tens of billions of dollars (questionably) transferred from previous shareholders to the takeover artist. The former top executive

486-752: A high-risk position. High leverage will lead to high profits if circumstances go well but can lead to catastrophic failure if they do not. This can create substantial negative externalities for governments, employees, suppliers and other stakeholders . Corporate takeovers occur frequently in the United States , Canada , United Kingdom , France and Spain . They happen only occasionally in Italy because larger shareholders (typically controlling families) often have special board voting privileges designed to keep them in control. They do not happen often in Germany because of

540-428: A majority of the shares in, and so control of, the company making the bid. The company has managerial rights. If a takeover of a company consists of simply an offer of an amount of money per share (as opposed to all or part of the payment being in shares or loan notes), then this is an all-cash deal. The purchasing company can source the necessary cash in a variety of ways, including existing cash resources, loans, or

594-571: A marketplace for organizing the trading of shares and other securities . It is also a transaction services provider, giving companies and investors access to global capital markets . It is a joint stock company and was founded in 1992, with headquarters in Frankfurt . On 1 October 2014, Deutsche Börse AG became the 14th announced member of the United Nations Sustainable Stock Exchanges initiative . On 23 August 2023,

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648-509: A merger with Euronext which would have brought two of the biggest stock exchanges in Europe into one holding. The New York Stock Exchange beat out Deutsche Börse's final bid for Euronext in 2006. Since 2007, Deutsche Börse operates the joint venture Scoach with SIX Swiss Exchange to provide a European derivative trading platform. In July 2015, Deutsche Börse bought the 360T company for €725 million and also acquired all shares (100%) of

702-561: A near monopoly. This measure taken by the EC is the fourth blocking in over a decade. The commission rejected the merger on antitrust grounds, saying the combined businesses would dominate Europe's on-exchange derivatives trading with an estimated 93% market share. "This is a black day for Europe and its global competitiveness on financial markets", said former Deutsche Börse chief executive Reto Francioni. NYSE Euronext chairman Jan-Michiel Hessels said: "While we are disappointed and strongly disagree with

756-401: A new market without having to take on the risk, time and expense of starting a new division. An acquiring company could decide to take over a competitor not only because the competitor is profitable, but in order to eliminate competition in its field and make it easier, in the long term, to raise prices. Also a takeover could fulfill the belief that the combined company can be more profitable than

810-430: A payment of capital gains tax , whereas if the shares are converted into other securities , such as loan notes, the tax is rolled over. A takeover, particularly a reverse takeover , may be financed by an all-share deal. The bidder does not pay money, but instead issues new shares in itself to the shareholders of the company being acquired. In a reverse takeover the shareholders of the company being acquired end up with

864-473: A price rise and a profit for the corporate raider and the other shareholders. A well-known example of a reverse takeover in the United Kingdom was Darwen Group 's 2008 takeover of Optare plc . This was also an example of a back-flip takeover (see below) as Darwen was rebranded to the more well-known Optare name. A backflip takeover is any sort of takeover in which the acquiring company turns itself into

918-469: A public perception that private entities are more efficiently run, reinforcing the political will to sell off public assets. Takeovers also tend to substitute debt for equity. In a sense, any government tax policy of allowing for deduction of interest expenses but not of dividends , has essentially provided a substantial subsidy to takeovers. It can punish more-conservative or prudent management that does not allow their companies to leverage themselves into

972-480: A publicly held asset or non-profit organization undergoes privatization . Top executives often reap tremendous monetary benefits when a government owned or non-profit entity is sold to private hands. Just as in the example above, they can facilitate this process by making the entity appear to be in financial crisis. This perception can reduce the sale price (to the profit of the purchaser) and make non-profits and governments more likely to sell. It can also contribute to

1026-512: A result of the merger of NYSE and Euronext) to create the world's leading stock exchange. While the company claims that it pursued the matter, on 8 December 2008, it reported that talks which began on 25 November 2008, were closed without any result due to differences in valuation of the company. Deutsche Börse had also considered the acquisition again in 2009. On 9 February 2011, reports suggested that NYSE Euronext and Deutsche Börse were in advanced talks about an all-stock merger. Deutsche Börse

1080-487: A reverse takeover is an acquisition or acquisitions in a twelve-month period which for an AIM company would: An individual or organization, sometimes known as a corporate raider , can purchase a large fraction of the company's stock and, in doing so, get enough votes to replace the board of directors and the CEO . With a new agreeable management team, the stock is, potentially, a much more attractive investment, which might result in

1134-489: A separate issue of company shares . Takeovers in the UK (meaning acquisitions of public companies only) are governed by the City Code on Takeovers and Mergers , also known as the 'City Code' or 'Takeover Code'. The rules for a takeover can be found in what is primarily known as 'The Blue Book'. The Code used to be a non-statutory set of rules that was controlled by city institutions on a theoretically voluntary basis. However, as

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1188-453: A total value of US$ 28.86 billion had been announced. A reverse takeover is a type of takeover where a public company acquires a private company. This is usually done at the instigation of the private company, the purpose being for the private company to effectively float itself while avoiding some of the expense and time involved in a conventional IPO . However, in the UK under AIM rules,

1242-555: A variety of reasons why an acquiring company may wish to purchase another company. Some takeovers are opportunistic – the target company may simply be very reasonably priced for one reason or another and the acquiring company may decide that in the long run, it will end up making money by purchasing the target company. The large holding company Berkshire Hathaway has profited well over time by purchasing many companies opportunistically in this manner. Other takeovers are strategic in that they are thought to have secondary effects beyond

1296-406: Is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company's board of directors . Ideally, if the board feels that accepting the offer serves the shareholders better than rejecting it, it recommends the offer be accepted by the shareholders. In a private company, because the shareholders and

1350-753: Is one of the world's largest trading centers for securities. With a share in turnover of around 90%, it is the largest of the German stock exchanges . Deutsche Börse AG operates the Frankfurt Stock Exchange. Deutsche Börse is the owner of Clearstream , a clearing house based in Luxembourg. Despite the COVID-19 pandemic, Deutsche Börse was able to increase its turnover by 15% and its net revenue by 9% in 2020 compared to 2019. In addition, Deutsche Börse's workforce grew by 463 employees in 2020. On 3 May 2000, it

1404-441: Is part of the much larger NYSE Euronext, which is approximately six times the size of Deutsche Börse. President and deputy CEO of NYSE Euronext Dominique Cerutti would become the new company's president and head of commercial and internal technology. Roland Bellegarde, also of NYSE Euronext, would become the head of European cash equities. The new company would potentially have €300 million (US$ 410 million) in cost savings. However,

1458-466: Is then rewarded with a golden handshake for presiding over the fire sale that can sometimes be in the hundreds of millions of dollars for one or two years of work. This is nevertheless an excellent bargain for the takeover artist, who will tend to benefit from developing a reputation of being very generous to parting top executives. This is just one example of a principal-agent problem, otherwise regarded as perverse incentive . Similar issues occur when

1512-465: Is to use section 16 of the Clayton Act to seek an injunction, arguing that section 7 of the act, which prohibits acquisitions where the effect may be substantially to lessen competition or to tend to create a monopoly, would be violated if the offeror acquired the target's stock. The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates,

1566-513: The European Union , the U.S. and Russia. The London Stock Exchange said Russian approval was needed because it owns Exactpro, a firm with offices in Russia specializing in quality assurance for exchanges and financial organizations. The European Commission opened an in-depth investigation into the proposed Deutsche Börse/LSEG merger on 28 September 2016. The European Commission delayed its decision on

1620-577: The London Docklands , England). The event raised £2.6 million for charity and included firms such as Marex Spectron , Trading Technologies, Futex, Oak Futures and the London Metal Exchange . Takeover In business, a takeover is the purchase of one company (the target ) by another (the acquirer or bidder ). In the UK , the term refers to the acquisition of a public company whose shares are publicly listed, in contrast to

1674-420: The acquisition of a private company . Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offers. It can also include shares in the new company. A friendly takeover

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1728-692: The Art Collection Deutsche Börse, which today comprises more than 900 mostly large size works from around 90 international artists. In 2005, the stock exchange became the sponsor of the annually awarded Deutsche Börse Photography Prize of the Photographers' Gallery in London, which was started up in 1996 by the gallery, to promote the best work by contemporary photographers. Deutsche Börse Group have participated in and sponsored many events, including Futures For Kids Annual Football Tournament (held in

1782-635: The Citigroup Photography Prize (1997–2004): Winners and shortlisted artists of the Deutsche Börse Photography Prize (2005–present): Deutsche B%C3%B6rse 50°06′54″N 8°40′41″E  /  50.115°N 8.678°E  / 50.115; 8.678 Deutsche Börse AG ( German pronunciation: [ˈdɔʏtʃə ˈbœʁzə] ), or the Deutsche Börse Group , is a German multinational corporation that offers

1836-508: The EU decision, which is based on a fundamentally different understanding of the derivatives market, it is now time to move on". In March 2016, the company announced it had reached an agreement with London Stock Exchange Group to merge. The companies were to be brought under a new holding company, with a temporary placeholder name of UK TopCo, and would have retained both headquarters in London and Frankfurt. The deal needed approval from regulators in

1890-534: The a specifically established non-profit organisation. It has been described as "the biggest of its kind in photography in Europe" and "the most prestigious". The prize was set up in 1996 by the Photographers' Gallery , London, with the intention of promoting the finest contemporary photography. Between 1997 and 2004, the prize was known as the Citigroup Photography Prize. Deutsche Börse has sponsored

1944-473: The acquiring company's cash on hand is unusual. More often, it will be borrowed from a bank , or raised by an issue of bonds . Acquisitions financed through debt are known as leveraged buyouts , and the debt will often be moved down onto the balance sheet of the acquired company. The acquired company then has to pay back the debt. This is a technique often used by private equity companies. The debt ratio of financing can go as high as 80% in some cases. In such

1998-498: The acquisition of 100% of Luxembourg -based fund data manager Kneip. In April 2023, Deutsche Börse agreed to buy Danish investment management software firm SimCorp for € 3.9 billion . In August 2023, Deutsche Börse announced the acquisition of the Luxembourg -based distributed ledger technology company, FundsDLT. On 7 December 2008, Deutsche Börse rebuffed rumors that it might join with NYSE Euronext (the company formed as

2052-534: The bid, sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares. In particular: The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished, though similar provisions still exist in the Companies Act 1985 . There are

2106-464: The bidder can conduct extensive due diligence into the affairs of the target company, providing the bidder with a comprehensive analysis of the target company's finances. In contrast, a hostile bidder will only have more limited, publicly available information about the target company available, rendering the bidder vulnerable to hidden risks regarding the target company's finances. Since takeovers often require loans provided by banks in order to service

2160-447: The board are usually the same people or closely connected with one another, private acquisitions are usually friendly. If the shareholders agree to sell the company, then the board is usually of the same mind or sufficiently under the orders of the equity shareholders to cooperate with the bidder. This point is not relevant to the UK concept of takeovers, which always involve the acquisition of a public company. A hostile takeover allows

2214-768: The company formed EuroCTP as a joint venture with 13 other bourses, in an effort to provide a consolidated tape for the European Union , as part of the Capital Markets Union proposed by the European Commission . More than 3,200 employees service customers in Europe , the United States , and Asia . Deutsche Börse has locations in Germany , Luxembourg , Switzerland , Czech Republic , and Spain , as well as representative offices in Beijing , London , Paris , Chicago , New York , Hong Kong , and Dubai . FWB Frankfurter Wertpapierbörse ( Frankfurt Stock Exchange ),

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2268-581: The company's profitability appear temporarily poorer, or simply promote and report severely conservative (i.e. pessimistic) estimates of future earnings. Such seemingly adverse earnings news will be likely to (at least temporarily) reduce the company's stock price. (This is again due to information asymmetries since it is more common for top executives to do everything they can to window dress their company's earnings forecasts.) There are typically very few legal risks to being 'too conservative' in one's accounting and earnings estimates. A reduced share price makes

2322-502: The competition since 2005, with a £30,000 prize. At that point it was renamed the Deutsche Börse Photography Prize. It was renamed again to the Deutsche Börse Photography Foundation Prize in 2016, "to reflect its new position within the Deutsche Börse Photography Foundation, a specifically established non-profit organisation focused on the collecting, exhibiting and promoting of contemporary photography." Winners of

2376-613: The deal by 15 working days to 6 March 2017. LSEG planned to hive off the French half of its LCH SA arm in a bid to ease EU concerns about the deal, although the companies had not formally submitted any concessions to the commission. In February 2017, the Commission required that the parties commit to the divestment of LSEG's majority stake in fixed-income sovereign bond trading platform MTS S.p.A. LSEG stated it would not sell MTS in Italy to appease anti-trust concerns. The planned merger between

2430-460: The joint venture STOXX AG for a purchase price of CHF 650 million from the SIX Group. On September 16, 2019, Deutsche Börse has announced its acquisition of Axioma Inc. which was combined with STOXX and DAX to form Qontigo . As part of the transaction, Deutsche Börse has entered into a strategic partnership with General Atlantic , a global equity firm. In March 2022, Deutsche Börse announced

2484-466: The merger would be subject to review in both the United States and European Union under concerns it could create a "de facto monopoly". NYSE Euronext shareholders approved the Deutsche Börse's all-stock deal on 7 July 2011, and Deutsche Börse shareholders had accepted the deal by 15 July 2011. On 22 December 2011, Deutsche Boerse won U.S. antitrust approval to buy NYSE Euronext, on the condition that

2538-449: The offer directly after having announced its firm intention to make an offer. Development of the hostile takeover is attributed to Louis Wolfson . A hostile takeover can be conducted in several ways. A tender offer can be made where the acquiring company makes a public offer at a fixed price above the current market price . An acquiring company can also engage in a proxy fight , whereby it tries to persuade enough shareholders, usually

2592-428: The offer, banks are often less willing to back a hostile bidder because of the relative lack of target information which is available to them. Under Delaware law, boards must engage in defensive actions that are proportional to the hostile bidder's threat to the target company. A well-known example of an extremely hostile takeover was Oracle's bid to acquire PeopleSoft . As of 2018, about 1,788 hostile takeovers with

2646-512: The resignation of the chairman. On 16 November 2017, Theodor Weimer was appointed as new CEO of Deutsche Börse AG, effective January 2018. In September 2024, the EU Commission said it had carried out unannounced inspections at the offices of Deutche Börse over potential anti-competitive practices. Deutsche Börse Group is a major sponsor of contemporary photography. In 1999, the Group established

2700-407: The simple effect of the profitability of the target company being added to the acquiring company's profitability. For example, an acquiring company may decide to purchase a company that is profitable and has good distribution capabilities in new areas which the acquiring company can use for its own products as well. A target company might be attractive because it allows the acquiring company to enter

2754-466: The two companies would be separately due to a reduction of redundant functions. Takeovers may also benefit from a principal-agent problem associated with top executive compensation. For example, it is fairly easy for a top executive to reduce the price of their company's stock due to information asymmetry . The executive can accelerate accounting of expected expenses, delay accounting of expected revenue, engage in off-balance-sheet transactions to make

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2808-441: The two exchanges, which was estimated to create the largest exchange in Europe, was subsequently described as "at risk" by The Wall Street Journal . The merger attempt was blocked by EU Competition Regulator on 29 March 2017 stating that "The Commission's investigation concluded the merger would have created a de facto monopoly in the markets for clearing fixed income instruments". In October 2017, several shareholders called for

2862-633: Was announced that the London Stock Exchange would merge with Deutsche Börse, though the deal fell through before the merger could be realized. In 2001, Deutsche Börse tried again to merge with the London Stock Exchange, followed by a takeover bid in late 2004, but both offers rejected by the LSE. After CEO Werner Seifert was forced to resign by the main shareholders in 2005, Deutsche Börse changed plans and entered into advanced negotiations for

2916-446: Was in advanced talks to buy NYSE Euronext in a deal that would create the world's largest trading powerhouse. The shares of both companies were temporarily frozen on the news due to the risk of large price movements and clarifications of the deal. A successful deal would see the new company becoming the world's largest stock exchange operator with a market capitalisation of listed companies equal to US$ 15 trillion, US$ 13.39 trillion of which

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