Summary
CME Group Inc. (CME) has filed an 8-K report on November 8, 2018, primarily detailing the completion of its acquisition of NEX Group plc, which occurred on November 2, 2018. As a significant portion of the consideration for this acquisition, CME Group issued 16,926,582 shares of its Class A Common Stock to NEX Group shareholders. This issuance was conducted under an exemption from registration, specifically Section 3(a)(10) of the Securities Act of 1933, bringing the total outstanding Class A Common Stock to approximately 357,773,683 shares post-acquisition. The report also announces the appointment of Mr. Michael Spencer, former CEO of NEX Group, to CME Group's Board of Directors. Mr. Spencer's appointment is a result of the acquisition and he will serve until the next annual meeting, with an expected nomination for re-election. His compensation for board service will be limited to expense reimbursement during this term. Additionally, the filing discloses certain related-party transactions involving Mr. Spencer's private investment company, IPGL, and its holdings in Exotix Holdings Ltd. and Gain Capital Holdings, Inc., as well as NEX Group's prior business dealings with these entities.
Key Highlights
- 1CME Group Inc. completed the acquisition of NEX Group plc on November 2, 2018.
- 2Approximately 16.9 million shares of CME Group Class A Common Stock were issued to NEX Group shareholders as part of the acquisition consideration, under a registration exemption.
- 3Following the acquisition, CME Group's total outstanding Class A Common Stock stands at approximately 357.8 million shares.
- 4Mr. Michael Spencer, former CEO of NEX Group, has been appointed to the CME Group Board of Directors.
- 5Mr. Spencer will not receive compensation for his board service, only expense reimbursement.
- 6Disclosed related-party transactions involve Mr. Spencer's investment company, IPGL, and its stakes in Exotix Holdings Ltd. and Gain Capital Holdings, Inc.
- 7Mr. Spencer has transitioned to a special advisor role at CME Group for two years post-acquisition, continuing his current salary and benefits (excluding bonus/share awards).