NEX and CME announce deal completion

Maria Nikolova

The scheme of the deal has become effective as of today, following the sanction of the scheme by the Court on November 1, 2018 and the delivery of the Court order to the Registrar of Companies earlier today.

Further to receiving the nod of approval by the UK competition regulator earlier this week, the acquisition of NEX Group PLC (LON:NXG) by CME Group Inc (NASDAQ:CME) and CME London Limited (Bidco) has been sanctioned by the Court and is now finalized.

In a filing with the London Stock Exchange today, NEX and CME announced that the Acquisition has now completed in accordance with its terms. The Scheme has become effective as of today, November 2, 2018, following the sanction of the Scheme by the Court on November 1, 2018 and the delivery of the Court order to the Registrar of Companies earlier today.

For NEX Scheme Shareholders who held their NEX Shares in uncertificated form, CME CDIs linked to the underlying New CME Shares will be credited to their CREST account as soon as practicable on or after November 5, 2018.

In the case of NEX Scheme Shareholders who held their NEX Shares in uncertificated form, Bidco shall procure that settlement of any Cash Consideration shall be paid by means of an assured payment obligation created in favour of the payment bank of the persons entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively (including any amounts due in respect of New CME Shares not allotted to Overseas Shareholders and in respect of fractional entitlements) within 14 days of this announcement.

In the case of NEX Scheme Shareholders who held their NEX Shares in certificated form, statements of entitlement to New CME Shares held through DRS will be despatched within 14 days of this announcement and Bidco shall procure the despatch to the persons entitled thereto of cheques for the sums payable to them as Cash Consideration (including any amounts due in respect of New CME Shares not allotted to Overseas Shareholders and in respect of fractional entitlements) within 14 days of this announcement.

In a separate announcement, CME Group said it will retire the NEX name and brand but will continue to operate its individual Markets and Optimisation businesses as sub-brands including BrokerTec, EBS, Traiana and TriOptima. Corporate headquarters will remain in Chicago, with London continuing to serve as CME Group’s European headquarters.

CME Group plans to use its technology, futures trading and product development expertise to strengthen and scale NEX businesses, while preserving their existing market structures. The combined company’s leading electronic FX and fixed income platforms will deliver new trading opportunities and simplify access by reducing the number of touchpoints to trade across platforms. In addition, the combined company’s post-trade services expertise will strengthen its compression, reconciliation and processing businesses.

Let’s recall that, as per the agreement published in March, CME agreed to pay 500 pence in cash and 0.0444 new CME shares for each NEX share, thus putting the value of each share of NEX at 1,000 pence. NEX’s entire issued and to be issued share capital is thus valued at approximately £3.9 billion. The bid represents a premium of approximately 49.2% to the Closing Price per NEX Share of 670.5 pence on March 15, 2018 (being the date the Offer Period commenced).

Back then, the companies announced that NEX Shareholders would be entitled to receive a final dividend for NEX in respect of the year ending March 31, 2018, such dividend not to exceed an amount of 7.65 pence per NEX Share.

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