CBOE Holdings Announces Election And Proration Results Relating To Its Acquisition Of Bats Global Markets

CHICAGO, March 2, 2017 /PRNewswire/ -- CBOE Holdings, Inc. (NASDAQ: CBOE) today announced the results of the elections made by former stockholders of Bats Global Markets, Inc. (Bats) regarding the merger consideration to be received in CBOE Holdings' acquisition of Bats. As previously announced, the acquisition was effective on February 28, 2017.  

As provided in the merger agreement and the election materials previously provided to holders of Bats common stock, Bats stockholders were permitted to make an election to receive, as consideration for each share of Bats common stock held, (i) 0.3201 of a share of CBOE Holdings common stock and $10.00 in cash (the "Mixed Consideration"), (ii) cash consideration (the "Cash Consideration") consisting of an amount of cash equal to the sum, rounded to two decimal places, of (a) $10.00 plus (b) the product of 0.3201 of a share of CBOE Holdings common stock multiplied by the volume-weighted average price, rounded to four decimal places, of shares of CBOE Holdings common stock on The NASDAQ Stock Market LLC for the ten consecutive trading day period ending on the second full trading day prior to the effective time of the merger (the "closing CBOE Holdings VWAP") or (iii) stock consideration (the "Stock Consideration") consisting of a number of shares of CBOE Holdings common stock equal to the sum of (a) 0.3201 of a share of CBOE Holdings common stock and (b) the quotient, rounded to four decimal places, obtained by dividing $10.00 by the closing CBOE Holdings VWAP. Pursuant to the terms of the merger agreement, the Cash Consideration and the Stock Consideration were subject to automatic adjustment to ensure that the total amount of cash paid and the total number of shares of CBOE Holdings common stock issued in the merger were the same as what would have been paid and issued if all holders of Bats common stock received the Mixed Consideration at the effective time.

The deadline for Bats stockholders to have delivered their merger consideration elections was 5:00 p.m., New York City time, on February 24, 2017, and the deadline for the delivery of shares subject to guaranteed delivery was 5:00 p.m., New York City time, on February 28, 2017. Based on the elections made by Bats stockholders, the final election results are as follows:

• the holders of approximately 28,705,983 shares of Bats common stock validly elected to receive the Mixed Consideration;
  
• the holders of approximately 27,159,178 shares of Bats common stock validly elected to receive the Cash Consideration;
  
• the holders of approximately 13,389,199 shares of Bats common stock validly elected to receive the Stock Consideration; and
  
• the holders of approximately 26,141,867 shares of Bats common stock did not make a valid election and are entitled to receive Mixed Consideration pursuant to the merger agreement.

Applying the proration and adjustment procedures specified in the merger agreement and the election materials to the foregoing election results:

• Bats stockholders who made a valid election to receive Cash Consideration are entitled to receive the Cash Consideration of $14.93 in cash and 0.2584 of a share of CBOE Holdings common stock with respect to each share of Bats common stock; and
  
• Bats stockholders who made a valid election to receive the Stock Consideration are entitled to receive the Stock Consideration of 0.4452 of a share of CBOE Holdings common stock with respect to each share of Bats common stock.

Former Bats stockholders with questions regarding their individual election results should contact the information agent for the transaction, Innisfree M&A Incorporated at (888) 750-5834.

About CBOE Holdings, Inc.
CBOE Holdings, Inc. (NASDAQ: CBOE), owner of the Chicago Board Options Exchange, the Bats exchanges, CBOE Futures Exchange (CFE) and other subsidiaries, is one of the world's largest exchange holding companies and a leader in providing global investors cutting-edge trading and investment solutions. 

The company offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S. and European equities, exchange-traded funds (ETFs), and multi-asset volatility and global foreign exchange (FX) products. CBOE Holdings' 14 trading venues include the largest options exchange in the U.S. and the largest stock exchange in Europe, and the company is the second-largest stock exchange operator in the U.S. and a leading market globally for ETF trading.  

CBOE Holdings is home to the CBOE Volatility Index (VIX Index), the world's barometer for equity market volatility; the CBOE Options Institute, the company's world-renowned education arm; CBOE Livevol, a leading provider of options technology, trading analytics and market data services; CBOE Vest, an asset management company specializing in target-outcome investment strategies; CBOE Risk Management Conferences (RMC), the premier financial industry forums on derivatives and volatility products; ETF.com, a leading provider of ETF news, data and analysis; and Hotspot, a leading platform for global FX trading. 

The company is headquartered in Chicago with offices in Kansas City, New York, London, San Francisco, Singapore and Ecuador. For more information, visit www.cboe.com.

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CBOE^®, Chicago Board Options Exchange^®, BATS^®, Livevol^®, CBOE Volatility Index^® and VIX^® are registered trademarks, and CBOE Vest^SM and CBOE Options Institute^SM are service marks of CBOE Holdings, Inc. and its subsidiaries. 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.  

SOURCE CBOE Holdings, Inc.

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