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London Stock Exchange London Stock Exchange FIN 3560-01: Financial Markets and Instruments Ryan Kahn Kelly E. Sullivan Nico von Stackelberg December 5th, 2011 Professor Michael Goldstein I pledge my honor that I have neither received nor provided any unauthorized assistance during the completion of this work. London Stock Exchange Kahn, Sullivan, & von Stackelberg Executive Summary The London Stock Exchange is one of the largest and most iconic exchanges in the world. While most people have heard of the LSE, few understand its business model, sources of revenue, the overall industry structure, as well as the regulatory and competitive landscapes facing the LSE. In this paper, we explain these elements. In addition, given that the LSE has been involved in several M&A transactions (some failed, some successful) over the past several years in an effort to remain competitive and to consolidate, we use these deals to test the Synergy Trap Hypothesis. This hypothesis posits that the stock price of an acquirer (target) tends to fall (rise) just before and after an announced M&A transaction. Acquirers are typically believed to overpay in deals and therefore the markets punish their actions. Movements before the announcement of a transaction occur due to leaked information or simply anticipation of a transaction. After performing a statistical analysis on 11 diverse deals over several years involving the London Stock Exchange, we concluded that 5 of these deals supported the Synergy Trap Hypothesis, while 2 of them did not. The remainder had statistically insignificant results. We looked into several elements such as the dates of the deals, the industry of the acquirers/targets, and the currencies used in the deals, and we were unable to come to any definitive conclusions regarding which deals tended to support or reject our hypothesis. Given that just five out of eleven deals supported our hypothesis, we cannot conclusively support the Synergy Trap Hypothesis in its application to the LSE’s M&A deals. - 1 - London Stock Exchange Kahn, Sullivan, & von Stackelberg London Stock Exchange Overview The London Stock Exchange Group Plc (LSE) is Europe’s leading diversified stock exchange group, created through the incorporation of Borsa Italiana, London Stock Exchange, and MillenniumIT. Through these subsidiaries, the LSE operates diversified exchange platforms for international equities, fixed income, and derivatives markets in Europe. The LSE provides its clients with a diversified offering through its ability to develop and provide innovative products and services across a range of asset classes that respond to both the evolving needs of investors and the changing dynamics shaping the industry. The LSE is actively engaged in the admission and listing of securities for trading, the distribution of exchange platforms and trading systems, post-trade clearing and settlement services, the distribution and provision of real-time market data, technology and information services, and the coordination and regulation of securities markets.1 The LSE operates four distinct business segments, which contribute to the Group’s ability to offer diversified exchange trading services. Its Capital Markets division assists companies with raising capital (both debt and equity) for investment purposes as well as providing investors with access to deep and highly liquid secondary markets which facilitates greater ease of trading and also serves to reduce the cost of capital for these firms.2 This business segment has also had success in the primary markets, experiencing a recent increase in the number of new companies listed on the Group’s exchanges through initial public offerings. Through its subsidiaries, the LSE lists in excess of 3,000 companies on its equity markets and provides clients with the ability to trade equities, fixed income, and derivative products on exchanges across Europe. The LSE’s Post Trade Services segment offers a broad range of risk management services in addition to securities clearing, settlement, and custody services facilitating the successful completion of trades. This segment has readily adapted to the recent policy reform impacting 1 ThomsonOne. London Stock Exchange Group Plc – Company Overview, pg. 1. Retrieved from https://www.thomsonone.com/Workspace/Main.aspx?View=Action%3dOpen&BrandName=&IsSsoLogin=True. 2 London Stock Exchange Group Plc – Annual Report 2011, pg. 16. Retrieved from http://www.londonstockexchangegroup.com/investor-relations/financial-performance/financial-key-documents/lseg- annual-report-2011.pdf. - 2 - London Stock Exchange Kahn, Sullivan, & von Stackelberg the post trade landscape by making adjustment to how the Group manages its clearing services (through CC&G and Monte Titoli) across multiple exchange platforms. Additionally, this division has diversified its post-trade services to more efficiently manage counterparty risk, trade matching, and confirmation. The Information Services division delivers to clients an expansive set of real-time, reliable market data, including data on trading volumes, share prices, index information, current and historical data, and company announcements. The objective of this segment is to provide investors with “extensive market intelligence”3 for the purpose of strategic decision making. The LSE has significantly expanded its information management systems (primarily through acquisitions) including Proquote, UnaVista, SEDOL, and Turquoise to better serve the trading information and market data needs of its clients across a range of asset classes. The LSE’s Technology Services segment delivers, implements, and supports technology platforms and trading software for clients of its subsidiaries – Borsa Italiana, London Stock Exchange, and MillenniumIT. This division works to optimize the speed, performance, connectivity, and trading flexibility4 of its exchange platforms as well as to deepen the scope of its technology offering by successfully adapting to technological innovations in order to maintain the LSE’s leading edge in the speed and efficiency of its technology capabilities. The vast breadth and scope of the LSE’s service offering, evidenced by the end-to-end provision of trading services through its four business units, clearly demonstrates the Group’s significant diversification within the exchange trading industry. This diversification is in large part the value proposition that the LSE offers its clients, investors, and capital market participants. The LSE’s strategy for growth is structured around three strategic imperatives: “getting in shape,” “leveraging assets,” and “developing opportunities.”5 “Getting in shape” refers to the LSE’s vision to increase the efficiency of the products and services provided to its clients. The Group is currently pursuing initiatives to improve the operational management of its technology services aimed at reducing costs; affording the LSE an advantageous position relative to competing exchange firms which face 3 London Stock Exchange Group Plc – Annual Report 2011, pg. 22. 4 London Stock Exchange Group Plc – Annual Report 2011, pg. 24. 5 London Stock Exchange Group Plc – Annual Report 2011, pg. 14. - 3 - London Stock Exchange Kahn, Sullivan, & von Stackelberg intense price competition. Furthermore, the LSE is working to develop incentives to increase volumes and boost overall competitiveness through new tariff structures in an effort to create a need among investors for its increasingly streamlined and efficient service offering. The strategic focus on “leveraging assets and developing opportunities” refers to the LSE’s strategy to improve its ability to serve customers across the globe by increasing the scale and scope of its operations. The LSE has positioned itself to achieve this objective primarily through strategic mergers and acquisitions that closely align with the Group’s overarching business strategy. The LSE has pursued a series of recent acquisitions and strategic partnerships that have enabled the firm to remain competitive within the industry and to keep pace with the evolving demands of its clients and investors. These acquisitions have served to expand the geographic presence of the Group’s exchange operations – penetrating previously untapped markets in Mongolia, Japan, India, Scandinavia, and Sri Lanka. In addition, these strategic partnerships have enhanced and further diversified the scope of its service offerings in trading and exchange and promoted the globalization of capital markets and development of market relationships by providing networking technologies and exchange trading platforms. These various strategic initiatives – and in particular the alliances, business partnerships, and merger and acquisition activities – pursued by the LSE are in large part driven by the Group’s ambition to be “a world leading diversified exchange group.”6 Taken together, this three-pronged growth strategy has been developed to afford the LSE the financial and operational flexibility to respond to the dynamic forces shaping the financial markets and position the Group to remain a competitive and dominant participant in the exchange trading industry. How the LSE Generates Revenue The London Stock Exchange generates revenue from the four major activities noted above. In the capital markets segment, the LSE charges companies for listing on its exchange based on the market 6 Data Monitor. London Stock Exchange Group Plc – Company Profile. October 18, 2011, pg. 4. Retrieved from www.datamonitor.com. - 4 - London Stock Exchange Kahn, Sullivan,
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