Cboe Global Markets, Inc. · CBOE:CBOE
Cboe Global Markets — CBOE Holdings — Merger or Acquisition (June 2008)
11 slides from Cboe Global Markets's merger presentation, Jun 11, 2008
Slide 1: Exercise Right Settlement Membership Meeting
Exercise Right Settlement Membership Meeting June 11, 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 was delivered at a Member
Slide 2: Agreement in Principle
June 11, 2008 2 Agreement in Principle • The current term sheet is an agreement in principle and is subject to negotiation of a definitive class settlement agreement • Definitive agreement is subject to member endorsement • Vote tentatively scheduled for July 17 • More information regarding the defi
Slide 3: Primary Economics
June 11, 2008 3 Primary Economics • Plaintiff class will receive an 18% equity interest in a CBOE demutualization plus a cash payout of $300 million • To qualify for the class a person must directly own all of the parts • The amount of equity and cash that can be received for each package is subject
Slide 4: Hypothetical Example: Equity
June 11, 2008 4 Hypothetical Example: Equity • Assume 100 million shares distributed – 82 million to seat owners: 88,172 shares each – 18 million to class members: Class Members Shares 1331 13,524 1200 15,000 1000 18,000 800 22,500 600 30,000 400 45,000 capped at 44,086 200 90,000 capped at 44,086
Slide 5: Cash Example
June 11, 2008 5 Cash Example • $300 million distributed to class Class Members Cash Received 1331 $225,394 1200 $250,000 1000 $300,000 800 $375,000 600 $500,000 400 $750,000 (capped at $600,000) 200 $1,500,000 (capped at $600,000)
Slide 6: Other Terms of the Settlement
June 11, 2008 6 Other Terms of the Settlement ... • Equity and cash will be distributed at the time of a CBOE demutualization. Equity will be non-voting until after a CBOE liquidity event, such as an IPO or merger • Class members who remain temporary members will be offered trading permits on the sa
Slide 7: Access Fees in Escrow
June 11, 2008 7 Access Fees in Escrow • If a class member qualified as an Eligible CBOT full member on July 1, 2007 (has all the parts), and thereafter paid access fees to CBOE as part of the temporary permit program, they will receive a payment equal to the access fees paid through May 31, 2008, su
Slide 8: Resolution of Legal Issues
June 11, 2008 8 Resolution of Legal Issues • The parties will ask the Delaware Court to approve the settlement • Parties will petition court for a non-opt out class • The appeal of the SEC order will be withdrawn • When the settlement is final, the agreement will acknowledge that there no longer are
Slide 9: Next Steps
June 11, 2008 9 Next Steps • Negotiation of definitive settlement agreement • Approval by class representatives and CBOE membership • Approval by Delaware Court • Withdrawal of SEC Appeal • Proceed with demutualization
Slide 10: Questions?
June 11, 2008 10 Questions?
Slide 11: Disclaimer
June 11, 2008 11 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 an offer, solicitation or sale would be unlawful prior to registration or qualif