8-KOther Events

CME GROUP INC. 8-K Report, Corporate Update (Dec 3, 2014)

Filed December 3, 2014For Securities:CME

Summary

CME Group Inc. (CME) announced an amendment to its definitive agreements to acquire GFI Group Inc. on December 2, 2014. The transaction, which involves CME acquiring GFI Group's Trayport and FENICS businesses, has seen an increase in the consideration offered to GFI Group stockholders. The amended terms now offer $5.25 per share in a mix of CME Group Class A common stock and cash, up from the previous $4.55 per share. This increase in value, amounting to $0.70 per share, is entirely attributable to an increase in the cash component of the transaction, which is being passed directly to GFI Group stockholders. Concurrently, a private consortium will acquire GFI Group's wholesale brokerage business for an increased price of $254 million plus assumed liabilities.

Key Highlights

  • 1CME Group and GFI Group amended their acquisition agreement.
  • 2The per-share consideration for GFI Group stockholders increased from $4.55 to $5.25 in CME Group Class A common stock and cash.
  • 3The entire $0.70 per share increase is cash and is passed directly to GFI Group stockholders.
  • 4The purchase price for GFI Group's wholesale brokerage business rose to $254 million plus assumption of certain liabilities.
  • 5The transaction structure involves CME acquiring GFI Group, followed by a sale of GFI Group's wholesale brokerage business to a private consortium.
  • 6The amended terms reflect increased value for GFI Group's shareholders.

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