NEX shareholders approve acquisition by CME
At the General Meeting, the requisite majority of the NEX Shareholders voted to pass the Special Resolution to approve the implementation of the acquisition scheme.
Further to earlier reports about the proposed acquisition of NEX Group PLC (LON:NXG) by CME London Limited (Bidco) and CME Group Inc (NASDAQ:CME), NEX announces that at the Court Meeting and General Meeting held today, the scheme of the deal was approved.
At the Court Meeting, the requisite majority of the NEX Scheme Shareholders, who together represented over 75% by value of votes cast, voted to approve the Scheme. At the General Meeting, the requisite majority of the NEX Shareholders, who together represented over 75% by value of votes cast, voted to pass the Special Resolution to approve the implementation of the Scheme and to amend the NEX Articles.
Completion of the acquisition remains subject to the satisfaction or waiver of the remaining conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court hearing which is expected to be on a date in the second half of 2018.
As per the agreement, CME will pay 500 pence in cash and 0.0444 new CME shares for each NEX share, thus valuing 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 15 March 2018 (being the date the Offer Period commenced).
In addition, NEX Shareholders will 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.
Regarding the rationale for the deal, the CME Board believes the acquisition represents an opportunity to create a leading, client-centric, global markets company, generating significant efficiencies across futures, cash and OTC products at a time when market participants are seeking to lower their cost of trading and better manage risk. The deal will also improve offering to customers through the complementary combination of CME’s exchange-traded derivative products and NEX’s OTC products.
The acquisition is expected to expand CME’s international footprint and client base in EMEA and APAC.
