Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (September 2016)
18 slides from Cboe Global Markets's merger presentation, Sep 26, 2016
Slide 1: Agreement to Acquire Bats Global Markets, Inc.
CBOE Holdings, Inc. Agreement to Acquire Bats Global Markets, Inc. Strengthens CBOE’s Global Position in Innovative, Tradable Products and Services September 26, 2016
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains certain statements regarding intentions, beliefs and expectations or predictions for the future of CBOE Holdings, Inc. (“CBOE”) and Bats Global Markets, Inc. (“Bats”), which are forward-looking statements as that term is defined in the Private Se
Slide 3: Additional Information
Additional Information Additional Information Regarding the Transaction and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This presentation is being made in respect of the propo
Slide 4: Compelling Strategic Rationale
Compelling Strategic Rationale Broadens customer reach through geographic expansion and expanded product offerings Combined suite of complementary products provides potential for increased product innovation Potential for customers to benefit from single, proven platform and infrastructure across ca
Slide 5: Aligned with CBOE's Strategic Growth Initiatives
Aligned with CBOE’s Strategic Growth Initiatives CBOE’s Strategic Initiatives Transaction Aligns with Strategy • Strengthens CBOE’s global position in innovative, tradable products and services Develop unique products • Combined complementary product lines provide potential for increased product inn
Slide 6: Transaction Summary
Transaction Summary $32.50 per share; approximately $3.2 billion equity value(1) Each share of Bats common stock will entitle the holder thereof to receive 0.3201 of a share of CBOE common Terms and stock and $10.00 per share in cash (or seek all cash or all stock, subject to proration and adjustmen
Slide 7: Complementary Product Offerings
Complementary Product Offerings Combined company will offer broad range of products and best-in-class technology platform Combined Offering Options: Proprietary and multi-list Options: Multi-list products, Ten trading venues in the U.S. and products, predominantly on primarily on maker-taker exchang
Slide 8: Enhanced Business Mix
Enhanced Business Mix Diverse pro forma revenue mix with significant growth potential CBOE Revenue By Asset Class(1) Pro Forma Revenue By Asset Class(1)(2) Transaction would: Global FX European 3% Expand product lines across Equities Options and 6% asset classes, and better Futures 100% position the
Slide 9: Better Positioned to Capitalize on Major Industry Trends
Better Positioned to Capitalize on Major Industry Trends Substantial potential new revenue opportunities for combined company Industry-Defining Trends Medium-Term Revenue Opportunities Additional ETP listings through CBOE’s index provider partnerships and Bats’ global listing venues New global index
Slide 10: Significant Synergy Opportunities
Significant Synergy Opportunities Anticipated run-rate cost savings of approximately $65mm(1) within 5 years – $50mm(1) expected through year 3 Substantial expected technology-related synergies associated with the migration to a single technology platform including the modification of Bats’ trading
Slide 11: Meaningful Combined Scale and Financial Strength
Meaningful Combined Scale and Financial Strength Pro Forma Highlights ($ in millions) (Before Synergies) Over $1 billion in anticipated combined (2) (1) LTM Adj. Revenue (4) $667 $424 $1,091 revenue(1) and $660 million in anticipated combined adjusted EBITDA, before synergies(2) (4) (2) (2) LTM Adj.
Slide 12: Strengthens CBOE's Global Position in Innovative, Tradable Products and Services
Strengthens CBOE’s Global Position in Innovative, Tradable Products and Services Expected Benefits Accelerates key strategic initiative to be an Key Events in Roadmap to Completion innovator in tradable products and services with capabilities across cash equities, options, ETPs and foreign exchange
Slide 13: Appendix
(e-1 HOLDINGS Appendix
Slide 14: Overview of Bats Global Markets
Overview of Bats Global Markets Company Overview Product Overview Founded in 2005 as an alternative cash equities trading venue Operates four equity exchanges Acquired Chi-X Europe in 2011 to create the largest pan-Europe U.S. Equities Consistently second largest market share trading platfor
Slide 15: CBOE Non-GAAP Financial Reconciliation
CBOE Non-GAAP Financial Reconciliation(1) Reconciliation of GAAP Revenue to Non-GAAP Adjusted Revenue LTM (2) GAAP Operating Revenue $668.6 Less: Revenue recognized from prior year (2.0) Non-GAAP Adjusted Revenue $666.6 Reconciliation of GAAP Operating Incom e to Non-GAAP Adjusted EBITDA LTM (2) GAA
Slide 16: Bats Net Revenue and Non-GAAP Financial Reconciliation
Bats Net Revenue and Non-GAAP Financial Reconciliation(1) Reconciliation of GAAP Total Revenue to GAAP Total Net Revenue LTM (2) GAAP Total Revenue Transaction Fees $1,385.9 Less: Liquidity payments (1,148.8) Less: Routing and clearing (46.3) Regulatory transaction fees 292.9 Less: Section 31 fees (
Slide 17: Non-GAAP Information
Non-GAAP Information In addition to disclosing results determined in accordance with GAAP, CBOE has disclosed certain non-GAAP measures of operating performance. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial me
Slide 18: CBOE, 400 South LaSalle Street, Chicago
CBOE 400 South LaSalle Street Chicago, Illinois 60605 www.cboe.com
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