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.
