CBOE Holdings, Inc. and Bats Global Markets, Inc. announced that the companies expect to complete CBOE Holdings acquisition of Bats Global Markets on February 28, 2017.
Earlier this month, CBOE Holdings received its final remaining regulatory approval from the United Kingdoms Financial Conduct Authority (FCA), meaning that all U.S. and European regulatory clearances and approvals relating to the transaction have been received. Completion of the transaction remains subject to customary closing conditions.
Three Bats Directors to Join CBOE Holdings Board
On February 16, 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.
Election Deadline for Bats Stockholders
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 p.m., 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 brokers or nominees 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 $0.01 per share, of CBOE Holdings and (ii) $10.00 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 January 17, 2017.
Beginning on or about December 12, 2016, election forms and accompanying instructions were mailed to Bats stockholders of record as of December 9, 2016. Bats stockholders, including those that acquired their shares after December 9, 2016, may request copies of these election documents and direct any questions regarding the election materials or the Election Deadline to Innisfree M&A Incorporated at (888) 750-5834 (toll-free) or (212) 750-5833 (collect). Bats stockholders holding shares through a brokerage account or other nominee arrangement should contact their broker or nominee to obtain copies of the election documents.
