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CBOE Holdings’ acquisition of Bats Global Markets to close on 28 February


CBOE Holdings expects to complete its acquisition of  Bats Global Markets on 28 February, 2017. Earlier this month, CBOE Holdings received its final remaining regulatory approval from the United Kingdom’s Financial Conduct Authority (FCA), meaning that all US and European regulatory clearances and approvals relating to the transaction have been received. 

Completion of the transaction remains subject to customary closing conditions. 

On 16 February, 2017, the CBOE Holdings Board of Directors appointed three directors currently serving on the Bats Global Markets Board of Directors – Joe Ratterman, Chairman, Bats Global Markets, Inc., Chris Mitchell, Managing Director, Spectrum Equity, and Michael Richter, Co-Founder and former Chief Financial Officer, Lime Brokerage LLC – to the CBOE Holdings Board of Directors effective upon the closing of the proposed transaction. As a result of such appointments and the previously announced resignations of current CBOE Holdings directors William Brodsky, Susan Phillips and R Eden Martin as of the closing of the transaction, the CBOE Holdings board will consist of 14 directors following the closing of the proposed transaction.

In connection with the anticipated completion of the proposed transaction, the deadline for Bats stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 pm, New York City Time, on February 24, 2017 (the “Election Deadline”). To make an election, all Bats stockholders who have not previously made their cash, stock or mixed consideration elections must submit their election forms, together with a properly completed Notice of Guaranteed Delivery or confirmation of book-entry transfer, with respect to their shares so that such documents are received by Computershare Trust Company, N.A., the exchange agent, at its designated office, by the Election Deadline. Bats stockholders holding shares through a brokerage account or other nominee arrangement may have an earlier election deadline than the Election Deadline and will need to follow any procedures required by their broker or nominee, who will make an election on their behalf if they follow the broker’s or nominee’s instructions. Bats stockholders are encouraged to consult with their broker or nominee as soon as possible regarding these procedures. 
 
In accordance with the Merger Agreement, Bats stockholders whose election forms are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a mixed election, entitling them to receive, for each share of Bats common stock held by such stockholders: (i) 0.3201 of a share of common stock, par value of USD0.01 per share, of CBOE Holdings and (ii) USD10.00 in cash (the “Mixed Consideration”). 

Elections made by Bats stockholders to receive all cash or all stock consideration will be subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of CBOE Holdings common stock issued in the transaction is the same as what would be paid and issued if all holders of Bats common stock were to receive the Mixed Consideration at the effective time of the transaction, as described in the Merger Agreement and in the joint proxy statement/prospectus provided to Bats and CBOE Holdings stockholders in connection with the special meetings of Bats stockholders and CBOE Holdings stockholders that were held on 17 January, 2017. 

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