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KCG Holdings' lock-up agreement with Bats to terminate if CBOE deal closes

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KCG Holdings' lock-up agreement with Bats to terminate if CBOE deal closes

KCG Holdings Inc.disclosed information related to a lock-up agreement when it acquired common sharesin the latter's IPO.

A KCG unit holds 13,233,742 Bats common shares, or about 13.8%of the total outstanding common shares of Bats as of its April 15 IPO. KCG saidin a regulatory filing that the lock-up agreement restricts its ability to transferBats common shares for a certain period following the IPO, and that under the termsof the agreement, approximately 4.4 million Bats common shares held by KCG willbe released from the lock-up on Oct. 13.

KCG disclosed that if CBOEHoldings Inc.'s proposedacquisition of Bats closes,the lock-up agreement will terminate, and any CBOE common shares KCG receives inthe transaction will be freely transferable.

Under the terms of CBOE's proposed acquisition, Bats shareholderswill receive $10.00 per share in cash and 0.3201 of CBOE common share. The agreementalso allows each Bats stockholder to seek all cash or all stock, subject to prorationand adjustment.

The transaction, which is expected to close in the first halfof 2017, is subject to regulatory approvals, approval of the stockholders of bothcompanies and other closing conditions. Directors and officers at both Bats andCBOE have signed supportive voting agreements.