By Huw Jones and Pamela Barbaglia
LONDON (Reuters) - London Stock Exchange (L:LSE) shareholders overwhelmingly backed the exchange's $27 billion takeover of data and analytics company Refinitiv on Tuesday, a deal designed to broaden LSE's trading business and make it a major distributor of market data.
LSE Chairman Don Robert told a shareholders meeting in London that the exchange's board was unanimous in recommending the Refinitiv deal because it was a "compelling opportunity" in the best interests of shareholders and the company.
LSE said 99.27% of votes cast at the meeting backed the deal with 99.26% supporting the LSE's intention to issue shares to help pay for the transaction, which is expected to complete in the second half of 2020.
One shareholder asked whether the LSE was simply bulking up to avoid becoming a future takeover target.
"We feel very strongly this is in the long-term strategic interest of the London Stock Exchange. It will give us an opportunity to have a truly global business," LSE Chief Executive David Schwimmer said.
There have been numerous attempts at cross-border alliances between exchanges for more than a decade as profits from the business of running stock markets have fallen but many of the deals have run into regulatory and political opposition.
This has pushed exchanges to look for related businesses. LSE and New York Stock Exchange owner ICE (N:ICE), for example, are moving into more profitable and less politically sensitive areas such as data and analytics, where revenue is rising.
ITALIAN REMEDY?
The deal was announced in August, just 10 months after a consortium led by U.S. asset manager Blackstone (N:BX) completed a leverage buyout of Refinitiv from Thomson Reuters (TO:TRI).
Obtaining regulatory approval for the deal is likely to be a lengthy process and some assets may need to be sold, a source familiar with the deal told Reuters.
There is market talk that LSE would sell all or part of the Milan stock exchange to European rivals if regulators demand "remedies" in return for approving the deal.
Schwimmer said he would not comment on market speculation.
The sale of some or all of the Milan bourse would also help LSE cut its debt, which is expected to rise after the Refinitiv deal. LSE's net debt ratio to adjusted earnings before interest, tax, depreciation and amortization (EBITDA) stood at 1.7 as of June but may jump to 3.5 after the deal, analysts have said.
LSE will issue about $14.5 billion of new shares to fund the deal and take on Refinitiv's net debt of $12.5 billion.
Thomson Reuters (N:TRI), the parent company of Reuters News, holds a 45% stake in Refinitiv.
Once the deal has gone through, Refinitiv shareholders will own about 37% of LSE but have less than 30% of total voting rights. Thomson Reuters said in August it would own 15% of LSE following the deal.
Hong Kong Exchanges and Clearing (HK:0388) threatened to derail the deal in September by making an unsolicited $39 billion takeover offer for LSE. The Asian exchange walked away after failing to convince LSE management and investors to back the move.