People often like to throw around the phrase, “Take the politics out of it.” It’s a lovely sentiment, but rarely is it realistic—politics is everywhere.
At face value, Hong Kong Exchanges and Clearing’s (HKEx’s) bid to acquire the London Stock Exchange Group (LSEG) made sense: It would create a true follow-the-sun exchange group; HKEx would provide an inbound investment channel for China, while LSEG could position itself as China’s outbound channel; they could pick and choose the best platforms to bolster support and to better create economies of scale; and it would expand data revenues—for HKEx, anyway—in an increasingly competitive marketplace.
But politics threw its usual spanner in the works, making HKEx’s unsolicited takeover bid a non-starter, with one senior European analyst telling WatersTechnology, “it hasn’t got a snowball’s chance in hell.” The UK is dealing with the uncertainty of Brexit, and Hong Kong is struggling with civil unrest and just how autonomous it is from China, as the Chinese Communist Party moves away from the Sino-British Joint Declaration of “one country, two systems.” The Hong Kong government is the largest stakeholder in HKEx.
The LSEG board of directors unanimously rejected the proposal in a public statement and letter, stating that the offer had “fundamental flaws” and failed to meet the exchange’s “strategic objectives.”
For the UK, signing over the keys of a national champion to a foreign entity or government was an unlikely endeavor. In a recent interview on Bloomberg Television, Andrew Bailey, CEO of the Financial Conduct Authority, said that the regulator would impose “a high level of scrutiny” on the deal due to the systemic importance of the exchange.
Another aspect of this involves the range of LSEG assets that would come with the takeover, including not only its exchange business, but the LCH clearinghouse; Turquoise, its multilateral trading facility; UnaVista, its regulatory reporting platform; and Borsa Italiana. Its link to the European Union would involve another layer of scrutiny from EU counterparts, most notably the European Securities and Markets Authority (Esma).
The letter of rejection has also dampened the HKEx’s prospects of landing deals in the future, as the LSEG response questioned the credibility of HKEx’s ability to deliver the transaction and implement the cross-border tie-up.
Additionally, even though HKEx is in a unique position in its ability to connect to the Chinese market, in its rejection letter, LSEG management said, “We value our mutually beneficial partnership with the Shanghai Stock Exchange, which is our preferred and direct channel to access the many opportunities with China.” In other words: Thanks, but we’re good.
On the surface, this is an M&A move, but behind closed doors, it’s a battle of political will. And at the end of the day, it was a fight the LSEG wasn’t looking for.
As for HKEx, its response statement made it sound as if it was hurt by the LSEG’s dismissive letter of rejection.
“The Board of HKEX had hoped to enter into a constructive dialogue with the Board of LSEG to discuss in detail the merits of its proposal and are disappointed that LSEG has declined to properly engage. In particular, HKEX had hoped to demonstrate why it believes that the benefits of its proposal significantly outweigh those of the proposed acquisition of Refinitiv,” the response reads.
The chase will apparently continue: “HKEX continues to believe that its proposal is in the best interests of shareholders, customers and for global capital markets as a whole. HKEX believes that shareholders in LSEG should have the opportunity to analyze in detail both transactions and will continue to engage with them.”
Does the snowball, in fact, have a chance in hell?
Perhaps there’s a larger question here. If HKEx doesn’t acquire LSEG, this will add to the list of failed deals involving the London exchange group. Deutsche Börse has twice failed to land the exchange, while LSEG was unable to seal a deal to acquire the Toronto Stock Exchange. While everyone likes the idea of a follow-the-sun exchange group, combining massive national exchanges across borders is challenging, if not outright impossible, in today’s political climate. And though HKEx previously acquired the London Metal Exchange, the LSEG is an order of magnitude more challenging.
One thing is clear: The LSEG–Refinitiv tie-up is back on the table. That, too, is not a sure thing, but at least it doesn’t involve legislators and industry experts hemming and hawing about national identities.
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