Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (March 2010)
18 slides from Cboe Global Markets's merger presentation, Mar 18, 2010
Slide 1: CBOE Demutualization Member Meeting
CBOE Demutualization Member Meeting March 18, 2010 Filed by CBOE Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: CBOE Holdings, Inc. Subject Company’s Commission File No.: 333-140574 The following slide presentation was delivered at a CBOE member mee
Slide 2: CBOE Holdings Registration Statements
CBOE Holdings Registration Statements On March 11 CBOE filed Amendment 5 to CBOE Holdings’ S-4 Registration Statement and an initial S-1 Registration Statement Amendment 5 updates CBOE Holdings’ existing S-4 and includes the proxy statement to be used to solicit the membership vote on the restructur
Slide 3: CBOE's Demutualization Strategy
CBOE’s Demutualization Strategy Pursue a concurrent demutualization and initial public offering (IPO) Target completion of both demutualization and IPO by the end of the second quarter of 2010 Prior to the vote the S-4 will a specify price below which CBOE would not proceed If market conditions sugg
Slide 4: Recap of the Settlement
Recap of the Settlement CBOE is obligated to demutualize as soon as commercially reasonable. If demutualization has not occurred by Dec. 2, 2010, CBOE must pay out the $300 million at that time Participating Group A Settlement Class Members (“A Participants”) and Participating Group B Settlement Cla
Slide 5: The Restructuring Transaction
The Restructuring Transaction CBOE will complete its demutualization through the following steps: CBOE will become a wholly-owned subsidiary of CBOE Holdings, Inc. Each of the 930 CBOE seats will be exchanged for 60,000* shares of Class A common stock in CBOE Holdings, Inc. Each of the 629 “A Partic
Slide 6: The Restructuring Transaction
The Restructuring Transaction Concurrent with the restructuring transaction, CBOE intends to have an underwritten initial public offering of common stock Seat owners and “A Participants” may participate as sellers in the IPO Upon completion of the IPO the shares issued to former seat owners and memb
Slide 7: CBOE's Demutualization Strategy
CBOE’s Demutualization Strategy Provides owners multiple opportunities to monetize a portion of their current investment in CBOE Special dividend Regular quarterly dividends IPO Tender offer First lock up expiring 180 days following IPO Second lock up expiring 360 days following IPO 7
Slide 8: Special Dividend
Special Dividend Following the demutualization each former seat owner will receive a special dividend of approximately $100,000* per seat Each “A Participant” will receive a special dividend of approximately $23,500* per Group A Package Dividend checks should be received within one week of demutuali
Slide 9: Regular Quarterly Dividends
Regular Quarterly Dividends Board intention to declare annual dividends of 20-30% of the prior year’s net income adjusted for unusual items Decision to declare a dividend is at the Board’s discretion Board must consider factors such as earnings, financial condition, capital requirements and level of
Slide 10: Initial Public Offering (IPO)
Initial Public Offering (IPO) An overall size for the IPO will be established Current seat owners and “A Participants” will be offered the opportunity to sell shares in the IPO The number of new shares to be sold by CBOE Holdings will be determined in part by the number of shares to be sold by selli
Slide 11: Participating in the IPO
Participating in the IPO If you wish to participate in the IPO you will be provided documents, well in advance of the IPO, which you will need to have executed. These include the following: A custody agreement A power of attorney A selling stockholder’s questionnaire A legal opinion from your attorn
Slide 12: The Proposed Tender Offer
The Proposed Tender Offer We currently intend to conduct a tender offer commencing between the 30th and the 120th day after the closing of the IPO, subject to market conditions Technically there would be two concurrent tender offers, one for the A-1 shares and one for the A-2 shares, each in the sam
Slide 13: Tender Offer
Tender Offer Shares sold in the IPO by CBOE Holdings increase the total shares outstanding and, thereby, dilute the earnings per share for all stockholders Repurchasing shares through the tender offer addresses two goals: Repurchasing shares eliminates some of the dilution to the extent that it redu
Slide 14: Share Ownership Post Demutualization
Share Ownership Post Demutualization 14 17.57% 80.02% 2.24% 0.17% CBOE Seat Owners Settlement Class Management Board of Directors
Slide 15: Next Steps and Projected Timeline
Next Steps and Projected Timeline 15
Slide 16: Disclaimer
Disclaimer This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under t
Slide 17: Questions?
Questions? 17
Slide 18: [LOGO]
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