Deutsche Börse (DB1 GY / Market Cap €42bn) has confirmed that it is in exclusive discussions to acquire Allfunds Group (ALLFG NA / Market Cap €5bn) through what is likely to be a scheme of arrangement. The terms indicate a headline consideration of €8.80 per Allfunds share, split between €4.30 in cash, € 4.30 in new Deutsche Börse shares, and a €0.20 dividend. On Allfunds’ current share count, this implies an equity value a little above €5.3bn. The €0.20 dividend that Allfunds shareholders are entitled to receive will be subject to a standard Dutch withholding tax of 15%, resulting in approximately €0.17 per share net for most investors. The disclosed terms also envisage further cash flows if closing drifts: Shareholders would be entitled to pro-rated dividends of up to €0.20 per share in 2026 and €0.10 per share per quarter in 2027, again subject to Dutch withholding tax and adjusted to reflect the actual closing date. The proposal would be conditional upon completion of customary due diligence, agreement on definitive documentation, and final approval by both boards. The market reaction has been the opposite of Euronext’s (ENX FP / Market Cap €14bn) unhappy experience in 2022, as Allfunds rallied roughly 20% on the disclosure, while Deutsche Börse finished the day around 2% higher - this suggests that Deutsche Börse shareholders welcomed the strategic logic of the merger.
Allfunds' fiscal year follows the calendar year, and so far Allfunds has paid a single final dividend for the prior year in mid-May, with the board resolution and formal declaration usually between February and April. For example, the FY 2024 dividend was announced in April 2025 and paid in May. The "permitted dividend" and the subsequent pro rated amounts for FY 2026 and FY 2027 are a way to neutralise uncertainty around that calendar.
This approach feels more actionable and deliverable than past attempts in that the parties have entered exclusive discussions, suggesting the topic of price finding has been put to rest. Whether that entices someone to come in over the top remains to be seen - the attraction of the asset has long been clear, and Allfunds is a unique asset of its scope and scale. Yet, with Hellman & Friedman/GIC and BNP controlling 48.6% between them, they control the process and the scheme vote outcome. Having sold in the market at lower prices before, one would assume they have scouted the market for the best possible exit. Their board representation adds to that. The dividend payment suggests a potentially rather arduous regulatory path of maybe 12-18 months - something we will spend more time on.
Rationale of the deal
Allfunds has grown into a high margin, mostly recurring revenue business that provides the distribution platform between asset managers and a broad range of distributors. The platform connects thousands of fund houses with distributors across Europe, Latin America, and selected Asian markets, overseeing around €1.5 trillion in assets. The model is B2B, with fee income tied to assets and services rather than to trading volumes. The product benefits from its wide network and sticky customer base - as more distributors onboard the platform, it inevitably becomes more attractive to fund houses, which in turn improves choice for distributors and encourages further onboarding. Integration into custody, advisory and reporting workflows creates meaningful switching costs and supports long term contracts. For Deutsche Börse that means more exposure to structural growth in open architecture fund distribution, ETFs and alternatives and less reliance on cyclical cash equity and derivatives volumes. Allfunds complements rather than duplicates Deutsche Börse's Clearstream, fits naturally alongside Deutsche Börse’s index and data units and offers the chance to push deeper into wealth and retail channels where Deutsche Börse has relatively little direct presence today.
The situation inevitably brings to mind Euronext’s failed approach in early 2023. Euronext came with a cash and stock offer equivalent to €5.69 in cash plus 0.0406 Euronext shares per Allfunds share, worth roughly €8.95 per share at the time and well over €11 per share on today’s Euronext price. The Allfunds board described the proposal as inadequate, and Euronext walked away within a week after a 10% fall in its own stock and negative feedback from shareholders. Press reports in 2024 and 2025 then linked Allfunds to other potential buyers. Swiss exchange group SIX explored a deal but has since taken a CHF 550m goodwill impairment and flagged a net loss for FY 2025, which restricts how much equity it can realistically deploy. CVC was rumoured to have tested the water twice in 2025, with offers reported in the €7.65 to €7.85 per share range and then at €8.00 to €8.20 per sahre. None went anywhere, and Allfunds remained independent. The industrial logic, however, has not changed much between Euronext, SIX, CVC and Deutsche Börse. Each sees value in owning a recurring revenue fund distribution utility and in cross-selling distribution, data and ESG analytics into its existing issuer, broker and asset owner relationships. As mentioned earlier, Deutsche Börse’s stock reaction indicates its shareholders see the deal as consistent with the long term shift of the group into post trade, data and indices rather than a re-rating risk.
Shareholders Register Evolution Since IPO
At the time of the Euronext approach, the company was fresh out of its April 2021 IPO on Euronext Amsterdam. At that time, LHC3 Limited, the holding vehicle for Hellman & Friedman and GIC, owned just over 60% of the shares and remained the controlling shareholder. Credit Suisse entities held close to 14%. BNP Paribas and its asset management arms were significant shareholders too. A group of cornerstone investors, including BlackRock, Janus Henderson, Jupiter and Lazard, came in via the IPO, with the rest of the register made up of smaller institutions and hedge funds. Investors knew that the private equity sponsor would eventually want to sell down, and some questioned whether they wanted to own a fund platform with a sponsor still in control and a complex legacy of bank shareholders.
The overhang has been addressed through three sizeable secondary placements and a series of buybacks. In September 2021 LHC3 and related holders sold around €880m of stock at €16 per share in an accelerated bookbuilding run by BNP Paribas, Citi, Credit Suisse and Morgan Stanley. In October 2022 another €334m block went at €6.20 per share, led by Barclays and Credit Suisse, effectively allowing Credit Suisse to exit at a difficult moment for the bank while trimming the sponsor stake. A further €288m followed in November 2022 at €7.20 per share through BNP Paribas, Citi, Jefferies and Morgan Stanley. On top of these blocks Allfunds has completed 3 buyback programmes, repurchasing stock in the €5 to €7 per share range and now holding around 0.6 % of the share capital in treasury. The effect is a more balanced register, albeit with a clear control block. Today LHC3 holds roughly 35.9% of Allfunds, BNP Paribas group entities just under 13%, and the free float accounts for a little over 50%. Credit Suisse has gone, and the IPO cornerstone funds are either out or below the reporting threshold.
Clearly this is important as under a scheme of arrangement one needs 1) at least 75% by value of the shares voted at the scheme meeting to be in favour, 2) a simple majority in number of shareholders voting also needs to support the proposal. On today’s ownership that gives H&F and GIC, through LHC3, an effective veto. BNP cannot block alone, but in theory it could create problems for Deutsche Börse if it aligned with a critical mass of free float institutions and voted against on valuation or structural grounds. The free float is too dispersed for spontaneous coordination, however, unless an activist or a competing bidder surfaces. For now, the gating question is therefore simple, a scheme only gets done if LHC3 chooses to support or at least not oppose it.
Board Composition
Allfunds discloses that five of its non executive directors represent the main shareholders. The Hellman & Friedman camp is represented by the three Johannes Korp, Zita Saurel, and Blake Kleinman. Korp has sat on the boards of Allfunds and other H&F-backed financial infrastructure names such as Nexi (NEXI IM / Market Cap €5bn). Saurel has led H&F’s European capital markets efforts and has long experience on the Allfunds Bank board. Kleinman recently stepped down and his seat is in the process of being refilled, with another H&F partner identified as the incoming nominee. On the BNP side, Andrea Valier, Head of Corporate Development and Strategy at BNP Paribas Securities Services, and Axel Joly, Co-Head of Corporate Development at BNP Paribas Asset Management, sit as non independent board members.
Other independents include David Bennet (Chairman), Lisa Dolly, David Pérez Renovales, JP Rangaswami, Sofia Mendes, and Delfín Rueda. Founder Juan Alcaraz stepped down as chief executive and executive director in mid 2025, handing the reins to Annabel Spring, who joined from the wealth management industry. That move completes the transition from founder led to sponsor and institution controlled governance. The presence of three H&F partners and two BNP representatives on a 13 board means the interests of the 36% and 13% shareholders are heard directly in any bid discussion.
Process and Timeline
Allfunds is a regulated bank in Spain and a significant player in fund distribution, but there is little horizontal overlap between its activities and Deutsche Börse’s existing businesses. Deutsche Börse is not an investment management company, and its custody operations through Clearstream sit at a different point in the value chain. That makes substantive competition remedies less of a worry. The transaction will likely require clearance from the ECB on the change of control of Allfunds Bank, and a standard merger control filing in the EU, among others.
If Deutsche Börse wants to wrap the economics neatly around Allfunds’ dividend calendar it needs to sign a firm offer ahead of the 2025 final dividend declaration, which points to a window in the first quarter of 2026. It's worth noting that the structure of the offer already anticipates slippage, through the 2026 and 2027 dividend top ups, hinting at the fact the two companies might be expecting a not so short regulatory approval path. As of now the biggest question mark seems to be around valuation - H&F has already sold stock at prices ranging from €6.20 to €16 per share, and Allfunds itself has been buying back shares in the mid single digits, so there is a credible story that €8.80 per share plus the dividend bridge is a reasonable exit after several years of partial sell downs. Until LHC3 decides that this price is adequate, it's unlikely for this to develop any further.
Conclusion
This approach feels more actionable and deliverable than past attempts in that the parties have entered exclusive discussions, suggesting the topic of price finding has been put to rest. Whether that entices someone to come in over the top remains to be seen - the attraction of the asset has long been clear, and Allfunds are a unique asset of its scope and scale. Yet, with Hellman & Friedman/GIC and BNP controlling 48.6% between them, they control the process and the scheme vote outcome. Having sold in the market at lower prices before, one would assume they have scouted the market for the best possible exit. Their board representation adds to that. The dividend payment suggests a potentially rather arduous regulatory path of maybe 12-18 months - something we will spend more time on.
Allfunds' fiscal year follows the calendar year, and so far Allfunds has paid a single final dividend for the prior year in mid-May, with the board resolution and formal declaration usually between February and April. For example, the FY 2024 dividend was announced in April 2025 and paid in May. The "permitted dividend" and the subsequent pro rated amounts for FY 2026 and FY 2027 are a way to neutralise uncertainty around that calendar.
This approach feels more actionable and deliverable than past attempts in that the parties have entered exclusive discussions, suggesting the topic of price finding has been put to rest. Whether that entices someone to come in over the top remains to be seen - the attraction of the asset has long been clear, and Allfunds is a unique asset of its scope and scale. Yet, with Hellman & Friedman/GIC and BNP controlling 48.6% between them, they control the process and the scheme vote outcome. Having sold in the market at lower prices before, one would assume they have scouted the market for the best possible exit. Their board representation adds to that. The dividend payment suggests a potentially rather arduous regulatory path of maybe 12-18 months - something we will spend more time on.
Rationale of the deal
Allfunds has grown into a high margin, mostly recurring revenue business that provides the distribution platform between asset managers and a broad range of distributors. The platform connects thousands of fund houses with distributors across Europe, Latin America, and selected Asian markets, overseeing around €1.5 trillion in assets. The model is B2B, with fee income tied to assets and services rather than to trading volumes. The product benefits from its wide network and sticky customer base - as more distributors onboard the platform, it inevitably becomes more attractive to fund houses, which in turn improves choice for distributors and encourages further onboarding. Integration into custody, advisory and reporting workflows creates meaningful switching costs and supports long term contracts. For Deutsche Börse that means more exposure to structural growth in open architecture fund distribution, ETFs and alternatives and less reliance on cyclical cash equity and derivatives volumes. Allfunds complements rather than duplicates Deutsche Börse's Clearstream, fits naturally alongside Deutsche Börse’s index and data units and offers the chance to push deeper into wealth and retail channels where Deutsche Börse has relatively little direct presence today.
The situation inevitably brings to mind Euronext’s failed approach in early 2023. Euronext came with a cash and stock offer equivalent to €5.69 in cash plus 0.0406 Euronext shares per Allfunds share, worth roughly €8.95 per share at the time and well over €11 per share on today’s Euronext price. The Allfunds board described the proposal as inadequate, and Euronext walked away within a week after a 10% fall in its own stock and negative feedback from shareholders. Press reports in 2024 and 2025 then linked Allfunds to other potential buyers. Swiss exchange group SIX explored a deal but has since taken a CHF 550m goodwill impairment and flagged a net loss for FY 2025, which restricts how much equity it can realistically deploy. CVC was rumoured to have tested the water twice in 2025, with offers reported in the €7.65 to €7.85 per share range and then at €8.00 to €8.20 per sahre. None went anywhere, and Allfunds remained independent. The industrial logic, however, has not changed much between Euronext, SIX, CVC and Deutsche Börse. Each sees value in owning a recurring revenue fund distribution utility and in cross-selling distribution, data and ESG analytics into its existing issuer, broker and asset owner relationships. As mentioned earlier, Deutsche Börse’s stock reaction indicates its shareholders see the deal as consistent with the long term shift of the group into post trade, data and indices rather than a re-rating risk.
Shareholders Register Evolution Since IPO
At the time of the Euronext approach, the company was fresh out of its April 2021 IPO on Euronext Amsterdam. At that time, LHC3 Limited, the holding vehicle for Hellman & Friedman and GIC, owned just over 60% of the shares and remained the controlling shareholder. Credit Suisse entities held close to 14%. BNP Paribas and its asset management arms were significant shareholders too. A group of cornerstone investors, including BlackRock, Janus Henderson, Jupiter and Lazard, came in via the IPO, with the rest of the register made up of smaller institutions and hedge funds. Investors knew that the private equity sponsor would eventually want to sell down, and some questioned whether they wanted to own a fund platform with a sponsor still in control and a complex legacy of bank shareholders.
The overhang has been addressed through three sizeable secondary placements and a series of buybacks. In September 2021 LHC3 and related holders sold around €880m of stock at €16 per share in an accelerated bookbuilding run by BNP Paribas, Citi, Credit Suisse and Morgan Stanley. In October 2022 another €334m block went at €6.20 per share, led by Barclays and Credit Suisse, effectively allowing Credit Suisse to exit at a difficult moment for the bank while trimming the sponsor stake. A further €288m followed in November 2022 at €7.20 per share through BNP Paribas, Citi, Jefferies and Morgan Stanley. On top of these blocks Allfunds has completed 3 buyback programmes, repurchasing stock in the €5 to €7 per share range and now holding around 0.6 % of the share capital in treasury. The effect is a more balanced register, albeit with a clear control block. Today LHC3 holds roughly 35.9% of Allfunds, BNP Paribas group entities just under 13%, and the free float accounts for a little over 50%. Credit Suisse has gone, and the IPO cornerstone funds are either out or below the reporting threshold.
Clearly this is important as under a scheme of arrangement one needs 1) at least 75% by value of the shares voted at the scheme meeting to be in favour, 2) a simple majority in number of shareholders voting also needs to support the proposal. On today’s ownership that gives H&F and GIC, through LHC3, an effective veto. BNP cannot block alone, but in theory it could create problems for Deutsche Börse if it aligned with a critical mass of free float institutions and voted against on valuation or structural grounds. The free float is too dispersed for spontaneous coordination, however, unless an activist or a competing bidder surfaces. For now, the gating question is therefore simple, a scheme only gets done if LHC3 chooses to support or at least not oppose it.
Board Composition
Allfunds discloses that five of its non executive directors represent the main shareholders. The Hellman & Friedman camp is represented by the three Johannes Korp, Zita Saurel, and Blake Kleinman. Korp has sat on the boards of Allfunds and other H&F-backed financial infrastructure names such as Nexi (NEXI IM / Market Cap €5bn). Saurel has led H&F’s European capital markets efforts and has long experience on the Allfunds Bank board. Kleinman recently stepped down and his seat is in the process of being refilled, with another H&F partner identified as the incoming nominee. On the BNP side, Andrea Valier, Head of Corporate Development and Strategy at BNP Paribas Securities Services, and Axel Joly, Co-Head of Corporate Development at BNP Paribas Asset Management, sit as non independent board members.
Other independents include David Bennet (Chairman), Lisa Dolly, David Pérez Renovales, JP Rangaswami, Sofia Mendes, and Delfín Rueda. Founder Juan Alcaraz stepped down as chief executive and executive director in mid 2025, handing the reins to Annabel Spring, who joined from the wealth management industry. That move completes the transition from founder led to sponsor and institution controlled governance. The presence of three H&F partners and two BNP representatives on a 13 board means the interests of the 36% and 13% shareholders are heard directly in any bid discussion.
Process and Timeline
Allfunds is a regulated bank in Spain and a significant player in fund distribution, but there is little horizontal overlap between its activities and Deutsche Börse’s existing businesses. Deutsche Börse is not an investment management company, and its custody operations through Clearstream sit at a different point in the value chain. That makes substantive competition remedies less of a worry. The transaction will likely require clearance from the ECB on the change of control of Allfunds Bank, and a standard merger control filing in the EU, among others.
If Deutsche Börse wants to wrap the economics neatly around Allfunds’ dividend calendar it needs to sign a firm offer ahead of the 2025 final dividend declaration, which points to a window in the first quarter of 2026. It's worth noting that the structure of the offer already anticipates slippage, through the 2026 and 2027 dividend top ups, hinting at the fact the two companies might be expecting a not so short regulatory approval path. As of now the biggest question mark seems to be around valuation - H&F has already sold stock at prices ranging from €6.20 to €16 per share, and Allfunds itself has been buying back shares in the mid single digits, so there is a credible story that €8.80 per share plus the dividend bridge is a reasonable exit after several years of partial sell downs. Until LHC3 decides that this price is adequate, it's unlikely for this to develop any further.
Conclusion
This approach feels more actionable and deliverable than past attempts in that the parties have entered exclusive discussions, suggesting the topic of price finding has been put to rest. Whether that entices someone to come in over the top remains to be seen - the attraction of the asset has long been clear, and Allfunds are a unique asset of its scope and scale. Yet, with Hellman & Friedman/GIC and BNP controlling 48.6% between them, they control the process and the scheme vote outcome. Having sold in the market at lower prices before, one would assume they have scouted the market for the best possible exit. Their board representation adds to that. The dividend payment suggests a potentially rather arduous regulatory path of maybe 12-18 months - something we will spend more time on.