CHICAGO and KANSAS CITY, Mo., Feb.
16, 2017 /PRNewswire/ -- CBOE Holdings, Inc. (NASDAQ:
CBOE) and Bats Global Markets, Inc. (Bats: BATS) announced today
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 Kingdom's 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 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 $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.
About CBOE Holdings, Inc.
CBOE Holdings, Inc. (NASDAQ:
CBOE) is the holding company for Chicago Board Options Exchange (CBOE), CBOE
Futures Exchange (CFE), and other subsidiaries. CBOE, the largest
U.S. options exchange and creator of listed options, continues to
set the bar for options and volatility trading through product
innovation, trading technology and investor education. CBOE
Holdings offers equity, index and ETP options, including
proprietary products, such as options and futures on the CBOE
Volatility Index (VIX Index) and S&P 500 options (SPX), the
most active U.S. index option. Other products engineered by
CBOE include equity options, security index options, Weeklys
options, FLEX options, and benchmark products such as the CBOE
S&P 500 BuyWrite Index (BXM). CBOE Holdings is home to the
world-renowned Options Institute, Livevol options analytics and
data tools, and www.cboe.com, the go-to place for options and
volatility trading resources.
About Bats Global Markets, Inc.
Bats Global Markets,
Inc. is a leading global operator of exchanges and services for
financial markets, dedicated to Making Markets Better. Bats is the
second-largest stock exchange operator in the U.S., operates the
largest stock exchange and trade reporting facility in Europe, and is the #1 market globally for ETF
trading. Bats also operates two fast-growing U.S. options
exchanges. In the global foreign exchange market, Bats operates
Hotspot. ETF.com, a leading provider of ETF news, data and
analysis, is a wholly-owned subsidiary. The company is
headquartered in Kansas City with
offices in New York, London, Chicago, San
Francisco, Singapore and
Quito, Ecuador. Visit bats.com and
@BatsGlobal for more information.
CBOE Holdings
Media Contacts:
|
CBOE Holdings
Analyst Contact:
|
Suzanne
Cosgrove
|
Gary
Compton
|
Debbie
Koopman
|
312.786.7123
|
312.786.7612
|
312.786.7136
|
cosgrove@cboe.com
|
comptong@cboe.com
|
koopman@cboe.com
|
|
|
|
|
|
|
Bats Global
Markets Media Contacts:
|
Bats Global
Markets Investor
Contact:
|
Hannah
Randall
|
Stacie
Fleming
|
Mark
Marriott
|
646.856.8809
|
+44.2.7012.8950
|
913.815.7132
|
comms@bats.com
|
comms@bats.com
|
ir@bats.com
|
CBOE-C
CBOE-OE
CBOE®, Chicago
Board Options Exchange®, CFE®, CBOE
Volatility Index®, Livevol®, FLEX®
and VIX® are registered trademarks, and CBOE Futures
ExchangeSM, BuyWriteSM, BXMSM,
WeeklysSM and The Options InstituteSM are
service marks of Chicago Board
Options Exchange, Incorporated (CBOE). Standard &
Poor's®, S&P® and S&P 500®
are registered trademarks of Standard & Poor's Financial
Services, LLC and have been licensed for use by
CBOE. All other trademarks and service marks are the
property of their respective owners.
Cautionary Statements Regarding Forward-Looking
Information
This press release contains certain
statements regarding intentions, beliefs and expectations or
predictions for the future of CBOE Holdings, Inc. ("CBOE")
and Bats Global Markets, Inc. ("Bats"), which are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Words such as "believes,"
"expects," "anticipates," "estimates," "intends," "plans," "seeks,"
"projects," or words of similar meaning, or future or conditional
verbs, such as "will," "should," "would," "could," "may" or
variations of such words and similar expressions are intended to
identify such forward-looking statements, which are not statements
of historical fact or guarantees or be assurances of future
performance. However, the absence of these words or similar
expressions does not mean that a statement is not
forward-looking.
Actual results could differ materially from those projected
or forecast in the forward-looking statements. The factors
that could cause actual results to differ materially include,
without limitation, the following risks, uncertainties or
assumptions: the satisfaction of the conditions precedent to
the consummation of the proposed transaction; unanticipated
difficulties or expenditures relating to the proposed
transaction; CBOE's ability to maintain an investment grade
credit rating and obtain financing on the anticipated terms and
schedule; risks relating to the value of CBOE's shares to be
issued in the transaction; disruptions of CBOE's and Bats'
current plans, operations and relationships with market
participants caused by the announcement and pendency of the
proposed transaction; potential difficulties in CBOE's and Bats'
ability to retain employees as a result of the announcement and
pendency of the proposed transaction; legal proceedings that may be
instituted against CBOE and Bats following announcement of the
proposed transaction; and other factors described in CBOE's annual
report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the
Securities and Exchange Commission (the "SEC") on
February 19, 2016, CBOE's quarterly
report for the quarterly period ended September 30, 2016, which was filed with the SEC
on November 8, 2016, CBOE's quarterly
report for the quarterly period ended June
30, 2016, which was filed with the SEC on August 2, 2016, Bats' final prospectus, which was
filed with the SEC pursuant to Rule 424(b) on April 15, 2016, Bats' quarterly report for the
quarterly period ended June 30, 2016,
which was filed with the SEC on August 5,
2016, Bats' quarterly report for the quarterly period ended
September 30, 2016, which was filed
with the SEC on November 8, 2016, and
other filings made by CBOE and Bats from time to time with the
SEC.
Neither CBOE nor Bats undertakes, and each of them expressly
disclaims, any duty to update any forward-looking statement whether
as a result of new information, future events or otherwise, except
as required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof.
Additional Information Regarding the Transaction and Where
to Find It
This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities. This press release is being made in respect of the
proposed merger transaction involving CBOE, Bats, CBOE Corporation
and CBOE V, LLC. In connection therewith, CBOE filed with the SEC
on December 12, 2016 a definitive
joint proxy statement/prospectus dated December 9, 2016, and each of the companies may
be filing with the SEC other documents regarding the proposed
transaction. CBOE and Bats commenced mailing of the definitive
joint proxy statement/prospectus to CBOE stockholders and Bats
stockholders on December 12, 2016.
BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF CBOE AND/OR BATS ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies
of the definitive joint proxy statement/prospectus, any amendments
or supplements thereto and other documents containing important
information about each of CBOE and Bats, as such documents are
filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by CBOE
will be available free of charge on CBOE's website at
http://ir.cboe.com/financial-information/sec-filings.aspx under the
heading "SEC Filings" or by contacting CBOE's Investor Relations
Department at (312) 786-7136. Copies of the documents filed with
the SEC by Bats will be available free of charge on Bats' website
at http://www.bats.com/investor_relations/financials/ under the
heading "SEC Filings" or by contacting Bats' Investor Relations
Department at (913) 815-7132.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/cboe-holdings-acquisition-of-bats-global-markets-expected-to-close-february-28-300409200.html
SOURCE CBOE Holdings, Inc.