Gfi Co., Ltd. · KRX:493330
Gfi — Merger or Acquisition (January 2015)
18 slides from Gfi's merger presentation, Jan 15, 2015
Slide 1: Shareholder Presentation January 2015
Shareholder Presentation January 2015 Fixed Income Financials Equity Commodity Trading Systems Data & Analytics
Slide 2: Forward-Looking Statements
Certain matters discussed in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i) plans, objectives, expectations and intentions; (ii) other statements con
Slide 3: Important Information for Investors and Stockholders
Important Information for Investors and Stockholders In connection with the proposed transaction between GFI Group and CME, on December 24, 2014, the SEC declared effective CME’s registration statement on Form S-4 that included a definitive proxy statement of GFI Group that also constituted a defini
Slide 4: Transaction Overview
Fixed Income Financials Equity Commodity Trading Systems Data & Analytics Transaction Overview
Slide 5: CME's Offer Maximizes Value for GFI Shareholders
CME's Offer Maximizes Value for GFI Shareholders TBU To be updated by GFI Jefferies Executive Summary Purchase price of $5.60/share represents more than an 80% premium to the share price before announcement of the transaction on July 30, 2014 Represents increase of 23% from initial announced price o
Slide 6: Summary Transaction Terms
Summary Transaction Terms Jefferies GFI Group disinterested stockholders to receive $5.60 per GFI Group share in mix of CME Group stock and cash Provides cash option for up to $1.44 per share for non-JPI owned shares of GFI Group, which represents approximately 26% of such shares Private consortium
Slide 7: Reasons for Special Committee Recommendation
Reasons for Special Committee Recommendation Jefferies TBU From schedule 14D-9 The presentation by Greenhill to the Committee on January 15, 2015, and related written opinion, that as of such date the merger consideration to be received by the holders of shares of GFI Common Stock (other than the JP
Slide 8: Comparison of Potential Transactions
Comparison of Potential Transactions Jefferies Price / share Diligence Completed NDA not signed Timing Shareholder vote scheduled for January 27, 2015 Tender expiration on January 27, 2015 Contingencies Shareholder approval Material adverse effect Minimum of 45% ownership through tender 2/3 of GFI b
Slide 9: Comparison of Potential Transaction Values on a Tax-Adjusted Basis
Comparison of Potential Transaction Values on a Tax-Adjusted Basis Jefferies Assuming a tax basis of $3.11 (the unaffected GFI share price prior to announcement) CME offer represents a 11.8% premium to BGC’s cash offer on a tax-adjusted basis Note: Analysis assumes long term capital gains tax rate o
Slide 10: Board Independence and Corporate Governance
Board Independence and Corporate Governance Jefferies Special Committee formed in January 2014 Originally consisted of three independent directors (one recently resigned due to health issues) Engaged White & Case as legal counsel and Greenhill as financial advisors Special Committee was authorized t
Slide 11: Summary of Transaction Process
Summary of Transaction Process TBU To be updated by GFI Jefferies Pre Announcement Post Announcement 2013 2014 2/12/13: Jefferies presented potential strategic alternatives to GFI management 4/13 – 7/13: Jefferies discussed details of potential transaction structure with GFI management Fall 2013: Je
Slide 12: Overview of CME Group
Fixed Income Financials Equity Commodity Trading Systems Data & Analytics Overview of CME Group Ca CF
Slide 13: Important Investment Highlights
Important Investment Highlights Strong Competitive Position and Improving Macro Backdrop • Record ADV of 13.7M in 2014, up 9% from 2013, with annual records in interest rates and treasuries 4Q14 ADV up 14 percent or above across diverse set of product lines(1) and growth across all product lines in
Slide 14: Long-Term Growth in a Variety of Environments
Long-Term Growth in a Variety of Environments (round turns, in millions) Pro Forma Average Daily Volume(1) Record 2014 16 14 12 10 8 6 4 2 0 Note: 2014TD is through December 31, 2014. (1) Volumes are all pro forma as if CME owned NYMEX and CBOT over the illustrated period. 14 ADV of 13.7M Period of
Slide 15: Important Investment Highlights
Important Investment Highlights Strong Competitive Position and Improving Macro Backdrop • Record ADV of 13.7M in 2014, up 9% from 2013, with annual records in interest rates and treasuries 4Q14 ADV up 14 percent or above across diverse set of product lines(1) and growth across all product lines in
Slide 16: 3Q 2014 Electronic Volume Traded Outside of North America
3Q 2014 Electronic Volume Volume Traded Outside of North America (as % of Total) 31% 39% 26% 19% 17% 16% Percentage of electronic volume outside of United States reached 24 percent in 3Q14 Globally Relevant Products Focused Strategy Execution, But in Early Stages of the Game 0% 5% 10% 15% 20% 25% 30
Slide 17: Committed to Returning Cash to Shareholders
$ (millions) Unique annual variable structure Creates opportunity to sweep excess cash to shareholders annually CME Group to keep $700M minimum cash Have returned over $4 billion to shareholders in the form of dividends since the implementation of the new dividend policy(1) Regular Quarterly Dividen
Slide 18: CME Shares Provide Stability and Growth for Investors
CME Shares Provide Stability and Growth for Investors Jefferies Source: Factset. Market data as of January 9, 2015. CME shares have experienced strong performance relative to the overall market 3 Year Total Return CME Key Statistics Market Capitalization: $29.5 bn 9/30/14 LTM Revenue: $3.0 bn 9/30/1