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.

Frequently Asked Questions

The main update is that CME Group Inc. has amended its agreement to acquire GFI Group Inc., increasing the value offered to GFI Group stockholders and adjusting the terms for the sale of GFI's wholesale brokerage business.

The offer price per share for GFI Group stockholders has increased from $4.55 to $5.25. This new amount will be paid in a combination of CME Group Class A common stock and cash.

The increase in the offer price is primarily due to an $89 million increase in the cash component of the transaction, which equates to $0.70 per share. This additional cash is being passed entirely to GFI Group stockholders.

The wholesale brokerage business of GFI Group will be sold to a private consortium of GFI Group management. The purchase price for this business has increased to $254 million, plus CME Group will assume certain liabilities at closing.