MergerMarketLSE/Deutsche Boerse lean towards shareholder scheme vote after Brexit referendumLondon Stock Exchange’s (LSE) [LON:LSE] shareholder meeting to vote on the proposed merger with Deutsche Boerse [FRA:DB1] is most likely to be held after the UK’s 23 June referendum on EU membership, though the date has not yet been set, it is understood.The LSE shareholder meeting may be held in around two months, it was said.Practical measures ahead of the vote on the scheme of arrangement, such as preparing the circular, are yet to be completed, but could be finalized around the end of May, a person briefed on the matter said.For investors, a UK exit from the EU should not make much difference to the merger case, but it would be preferable to give them visibility on the outcome of the Brexit vote, the same person briefed said.There could be a case for holding the LSE vote before the Brexit referendum, two sources close to the situation agreed. A pre-referendum vote would “get it out of the way” given the parties have argued the merger rationale does not hang on whether the UK remains in the EU, the first source explained. On the other hand, there will be more clarity after the referendum result is known, he conceded.As reported, sector bankers believe a “Brexit” would not hurt the LSE/Deutsche Boerse tie-up as the combined company would retain a strong presence in both London and Frankfurt.However, the deal could face more difficulty in securing approval from Frankfurt’s regional financial regulator if the UK left the EU, this news service has reported. Exchange regulation is currently harmonized across the EU, but Brexit may alter this landscape, as reported.LSE and Deutsche Boerse have argued that the merged entity will be well placed to benefit from either result in the referendum. The combined entity will be able to pitch itself as having access to the EU’s single market via the German operations if Brexit occurs, and sell itself as being a European champion in the event the UK remains, it was said.ICE claims frosty receptionUS exchange operator Intercontinental Exchange (ICE) [NYSE:ICE] on 4 May withdrew its indication of interest to take over LSE, saying “insufficient engagement” with LSE made it impossible to evaluate the merits of a bid.ICE secured access to all information it was entitled to under the UK Takeover Code, the two sources close and the person briefed argued.LSE declined to comment, while Deutsche Boerse did not reply to requests for comment.There is no sign of any LSE shareholder backlash against the company due to ICE’s abandoned approach, the second source and the person briefed said.LSE’s CEO Xavier Rolet has talked to the UK’s top-50 shareholders and they have not given any such negative feedback, the person said. LSE’s investors are fully aware that ICE’s approach was hostile and they were never given any indications about what ICE may have offered to trump the synergies with Deutsche Boerse, he pointed out.ICE “didn’t come to the table” with an offer to discuss, the first source said. ICE was not immediately available for comment.The US group would be allowed to make a new approach for LSE after six months under the Code. But ICE is viewed as unlikely to make any renewed bid attempt, the second source and the person agreed.LSE and Deutsche Boerse will set up a “TopCo” following the LSE shareholder vote, after which ICE would have to bid for the TopCo and offer to break it up, the person said. This would be possible but technically difficult, he argued.LSE shareholders may also take less positively to an approach at that late stage, he added.