Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (June 2007)
19 slides from Cboe Global Markets's merger presentation, Jun 14, 2007
Slide 1: Summary of ICE-CBOE Agreement Membership Meeting
CBOE Chicago Board Options Exchange Summary of ICE-CBOE Agreement Membership Meeting June 14, 2007 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
Slide 2: Agenda
Agenda Background ICE-CBOE Agreement ICE Proposal to CBOT Next steps CBOE Board’s Recommendation
Slide 3: Background
Background CBOE had extensive but ultimately unsuccessful negotiations with CBOT and counsel for CBOT members CME was approached but had no interest in entering discussions ICE approached us with a creative and reasonable proposal which would: resolve the exercise right issue resolve the current lit
Slide 4: Recent Developments
Recent Developments On June 12 ICE submitted a revised proposal to CBOT incorporating provisions related to the exercise right Today CME and CBOT announced a revised agreement and CBOT declared the CME proposal superior to ICE’s ICE still has the opportunity to further revise its proposal Any revise
Slide 5: Current ICE Proposal
Current ICE Proposal Exchange ratio: 1.42 ICE shares for each CBOT Holdings share Special dividends of $0.29 per share paid to CBOT Holdings shareholders in 3rd and 4th quarters 2007 Up to $2.5 billion cash election With regard to the exercise right, CBOE and ICE together have offered a $665 million
Slide 6: Current CME Proposal
Current CME Proposal Exchange ratio: 0.35 CME shares for each CBOT Holdings share Special dividend of $9.14 per share paid to CBOT Holdings shareholders (equates to $250,000 for each Full Member who is eligible to exercise) ERP holders, who are also B-1 Members on May 29, 2007 will have a choice of
Slide 7: Current CBOE Position
Current CBOE Position CBOE’s primary objective is to resolve the exercise right in a manner that is fair to all parties CBOE has entered into an agreement with ICE toward this end that is exclusive for a period of time A member vote will be held on July 3 to approve the terms of this agreement
Slide 8: ICE-CBOE Agreement
ICE-CBOE Agreement Agreement to resolve exercise right issue, including current litigation, in connection with an ICE-CBOT merger ICE and CBOE would pay Exercise Right Consideration, upon satisfaction of all conditions ICE and CBOE agree to bilateral exclusivity Any revised ICE offer must include th
Slide 9: Exercise Right Consideration
Exercise Right Consideration CBOE and ICE would each provide $332,750,000 in total consideration to eligible CBOT Full Members possessing all the required interests (eligible persons) Each eligible person would be entitled to pro rata share of the consideration in either: All cash; Debentures conver
Slide 10: Exercise Right Consideration
Exercise Right Consideration Total consideration paid jointly by ICE and CBOE would be divided by number of eligible persons as of record date of ICE-CBOT merger Eligible persons would receive more consideration if fewer than maximum number (1,331) of potentially eligible persons possess required in
Slide 11: Conditions to Payment of Exercise Right Consideration
Conditions to Payment of Exercise Right Consideration Obligations to pay Exercise Right Consideration contingent on: Closing of ICE-CBOT merger; CBOE membership approval; SEC approval of exercise right interpretation; Approvals of Boards of Directors or stockholders of CBOT Holdings and CBOT; and Fi
Slide 12: Trading Permits Following ICE-CBOT Merger
Trading Permits Following ICE-CBOT Merger Each person who is an Exerciser Member immediately before ICE-CBOT merger would be granted a temporary trading permit (subject to payment of fees to CBOE) Following CBOE Demutualization Temporary trading permits would expire upon CBOE demutualization and be
Slide 13: Mutual Exclusivity
Mutual Exclusivity During period of mutual exclusivity: CBOE may not discuss, negotiate or agree with either CBOT or a potential acquirer of CBOT regarding either settlement of pending exercise right litigation or elimination of exercise right eligibility ICE may not enter into any discussions, nego
Slide 14: Exclusivity Periods
Exclusivity Periods Initial exclusivity period runs through July 3 CBOE Member vote scheduled for July 3 to approve terms of ICE-CBOE Agreement, and extend exclusivity to August 15 Second member vote on August 15 to vote on extending exclusivity to October 1 and on any material changes related to ex
Slide 15: CBOE-ICE Joint Initiatives
CBOE-ICE Joint Initiatives Subject to reaching a definitive agreement, CBOE will: Provide technical assistance to ICE regarding design and deployment of ICE’s electronic options on futures trading platform, Provide electronic access to ICE’s options on futures products to CBOE’s members, Jointly dev
Slide 16: Summary
Summary CBOE would provide consideration of $332,750,000 to eligible persons as compensation for loss of exercise right eligibility CBOE consideration would be in the form of cash, debentures convertible to shares of CBOE Holdings or a combination thereof Former Exerciser Members would have continue
Slide 17: Next Steps
Next Steps CBOE membership vote on July 3, 2007 to approve the ICE-CBOE Agreement Ballot materials will be distributed on June 19, 2007 both by email and regular mail Ballot materials will include a copy of the ICE-CBOE Agreement and will describe more fully what you are being asked to approve Mater
Slide 18: CBOE Board's Recommendation
CBOE Board’s Recommendation The Board of Directors of CBOE recommends that you vote “FOR” the approval of the transactions contemplated in the ICE-CBOE Agreement The proposed transactions, if successful, will: resolve exercise right issue resolve current litigation related to exercise rights allow C
Slide 19: This communication shall not constitute an offer to sell or the solicitation of an
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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities