Euronext // 2021 Universal Registration Document

Financial Statements 8 Notes to the Consolidated Financial Statements

NOTE 5

BUSINESS COMBINATIONS AND ACQUISITION OF NON-CONTROLLING INTERESTS

The acquisitions that occurred during the year are set out below.

The assets and liabilities recognised as a result of the acquisition were as follows:

5.1 Acquisition of London Stock Exchange Group Holdings Italia S.p.A. (Borsa Italiana Group) On 29 April 2021, the Group completed the acquisition of the total issued share capital of London Stock Exchange Group Holdings Italia S.p.A. (Borsa Italiana Group) for a total consideration of €4,447 million, following the satisfaction of all condition precedents. The acquisition creates the leading player in European capital markets infrastructure. It will strengthen Euronext’s leadership in European cash equities, while achieving enhanced business diversification with new capabilities in fixed income trading and increasing post trade activities with a fully-owned, multi-asset clearing house and a scale central securities depository. The transaction was conditional upon a broad range of conditions including regulatory approvals in several jurisdictions. Initial financing of the transaction was fully secured through a €4,400 million bridge loan facility underwritten by a group of banks. Details of the purchase consideration, the net assets acquired and goodwill are reflected in the tables below. Purchase consideration:

Fair Value

In thousands of euros

Assets Property, plant and equipment

23,504 21,771 20,700

Right-of-use assets

Intangible assets: brand names Intangible assets: customer relations Intangible assets: software platform

1,707,297

100,161 16,229

Intangible assets: other

Investments in associates and joint ventures

426

Deferred tax assets

5,028

Non-current financial assets at FVOCI

30,551

Non-current financial assets at amortised cost

61 97

Current income tax receivables Trade and other receivables

92,111 16,219

Other current assets

CCP clearing business assets Other current financial assets Cash and cash equivalents Liabilities Non-current borrowings Non-current lease liabilities

123,984,206

92,941 315,124

Assets from disposal groups held for sale

6,436

Fair Value 4,447,362 4,447,362

In thousands of euros

Cash paid

(72,855) (12,674) (517,893) (8,888) (10,051) (7,955)

TOTAL PURCHASE CONSIDERATION

Deferred tax liabilities

Post-employment benefits Non-current contract liabilities

Current lease liabilities

CCP clearing business liabilities Current income tax liabilities

(123,973,083)

(31,160) (72,531) (21,983)

Trade and other payables Current contract liabilities Current other provisions

(331)

Liabilities from disposal groups held for sale

(1,321)

Net identifiable assets acquired Less: non-controlling interest

1,702,137

(70,174)

Add: Goodwill

2,815,399 4,447,362

TOTAL PURCHASE CONSIDERATION

The goodwill is primarily attributable to the expected synergies and other benefits from combining the assets and activities of Borsa Italiana Group, with those of the Group. The goodwill is not deductible for income tax purposes.

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2021 UNIVERSAL REGISTRATION DOCUMENT