Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (August 2008)
14 slides from Cboe Global Markets's merger presentation, Aug 22, 2008
Slide 1: Summary of Definitive Settlement Agreement
1 SUMMARY OF DEFINITIVE SETTLEMENT AGREEMENT CBOE Membership Meeting August 22, 2008 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
Slide 2: The Settlement Class: Group A
2 The Settlement Class... Group A – all persons who, prior to June 2, 2008, simultaneously owned or possessed at least one B-1 membership, one ERP and 27,338 shares of CBOT stock, or (after the CME acquisition of CBOT) 10,251.75 shares of CME Group Stock To receive a share of consideration paid to G
Slide 3: The Settlement Class: Group B
3 ...The Settlement Class Group B – all persons who own an Exercise Right Privilege (ERP) as of 5pm on the Eligibility Date and their transferees and assigns. The agreement calls for a non-opt out settlement class, which means that anyone in the settlement class is bound by the settlement and does n
Slide 4: Financial Terms: Equity and Cash Pools
4 Financial Terms... Participating Group A class members will share in an equity pool equal to 18% of the total common stock issued to CBOE seat owners and class members in CBOE’s demutualization, subject to an equity cap The stock issued to Group A class members will be identical to that issued to
Slide 5: Financial Terms: Timing and Access Fee Payments
5 Financial Terms... The stock and cash are due upon CBOE’s demutualization or similar equity events. The cash becomes due if CBOE has not demutualized within one year of the final approval of the settlement Certain participating class members will receive a payment, separate from the cash pool, equ
Slide 6: Financial Terms: Dividends and Trading Permits
6 Financial Terms... Prior to demutualization CBOE will not pay dividends or other payments to CBOE seat owners or repurchase membership interests. If seat owners receive additional consideration as a group, or if other rights are granted or retained, then 18% of the same consideration will be put i
Slide 7: Financial Terms: Post-Demutualization Access Rates
7 ...Financial Terms CBOE’s board of directors will set initial post-demutualization access rates at a level it believes is in the best interest of all CBOE shareholders CBOE cannot sell its ERPs and cannot participate as a class member in the settlement.
Slide 8: How the Consideration Will Be Distributed
8 How the Consideration Will Be Distributed The Equity Pool – Participating Group A class members will receive a pro rata share of the total equity pool for each qualifying package of the three interests. The amount they can receive is capped at 50% of the common stock issued to each CBOE seat owner
Slide 9: Releases and Findings
9 Releases and Findings The plaintiffs have agreed that, when the settlement becomes final, there will no longer be any persons eligible to become members of CBOE pursuant to the Exercise Right. Upon final approval, the Court will make a finding to that effect. Upon final approval of the settlement,
Slide 10: Next Steps: Court Approval Process
10 Next Steps... Parties will file the Stipulation of Settlement with the Court and request the Court’s preliminary approval. If the Court grants preliminary approval then a notice will be provided to all potential class members; a deadline will be set for class members who wish to object to the set
Slide 11: Next Steps: Final Approval and Appeals
11 ...Next Steps If the Court grants final approval, objectors would have a right to appeal the ruling to the Delaware Supreme Court. Upon final approval the plaintiffs will take the necessary steps to dismiss the federal appeal of the SEC order. The settlement will be effective only after it has be
Slide 12: Projected Timeline
12 Projected Timeline File agreement 8/20/08 Notice to potential class members ~ 8/27/08 (E) CBOE member vote 9/17/08 Hearing Date Dec. (E) Final approval by Court Dec.–Jan. (E) CBOE demutualization 1st Qtr. 09 (E)
Slide 13: Questions
13 Questions
Slide 14: Disclaimer
14 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 unde