[Federal Register Volume 77, Number 62 (Friday, March 30, 2012)]
[Notices]
[Pages 19400-19401]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-7630]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-66657; File No. SR-EDGX-2012-10]
Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Clarifying
That Rule Change in Connection With Proposed Combination Between NYSE
Euronext and Deutsche B[ouml]rse AG Will Not Become Effective
March 26, 2012
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Exchange Act'' or ``Act''),\2\ and Rule 19b-4
thereunder,\3\ notice is hereby given that on March 19, 2012, the EDGX
Exchange, Inc. (the ``Exchange'' or ``EDGX'') filed with the Securities
and Exchange Commission (the ``Commission'') the proposed rule change
(the ``Proposed Rule Change'') as described in Items I and II below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the Proposed Rule Change
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange previously submitted a proposed rule change \4\ (the
``Holdco Proposal'') in connection with the proposed business
combination (the ``Combination'') of NYSE Euronext, a Delaware
corporation, and Deutsche B[ouml]rse AG, an Aktiengesellschaft
organized under the laws of the Federal Republic of Germany (``Deutsche
B[ouml]rse''). The Holdco Proposal was conditionally approved by the
Commission.\5\ The Exchange is submitting this Proposed Rule Change in
order to clarify that the Holdco Proposal will not become effective.
The text of the Proposed Rule Change is available on the Exchange's Web
site www.directedge.com, at the principal office of the Exchange, and
at the Commission's Public Reference Room.
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\4\ See Securities Exchange Act Release No. 65565 (October 14,
2011), 76 FR 65255 (October 20, 2011) (SR-EDGX-2011-33).
\5\ See Securities Exchange Act Release No. 66171 (January 17,
2012), 77 FR 3297 (January 23, 2012) (File Nos. SR-EDGA-2011-34; SR-
EDGX-2011-33; SR-ISE-2011-69; SR-NYSE-2011-51; SR-NYSEAmex-2011-78;
SR-NYSEArca-2011-72).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange has included
statements concerning the purpose of, and basis for, the Proposed Rule
Change. The text of these statements may be examined at the places
specified in Item IV below. The Exchange has prepared summaries, set
forth in Sections A, B and C below, of the most significant aspects of
such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to clarify that the Combination contemplated
by the Holdco Proposal will not be completed and, therefore, the Holdco
Proposal conditionally approved by the Commission \6\ will not become
effective.
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\6\ Id.
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The Holdco Proposal was submitted to the Commission in connection
with the Combination.\7\ The purpose of the Holdco Proposal was to
adopt the rules necessary to permit NYSE Euronext and Deutsche
B[ouml]rse to effect the Combination and to amend certain provisions of
the organizational and other governance documents of Alpha Beta
Netherlands Holding N.V., a holding company organized under the laws of
the Netherlands (``Holdco''), and ISE Holdings, Inc.
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\7\ See supra note 4.
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The Commission's approval of the Holdco Proposal was conditioned on
completion of the Combination, and the
[[Page 19401]]
Commission noted that if the Combination is not consummated, the Holdco
Proposal would not become effective.
On February 2, 2012, following the European Commission's decision
to prohibit the Combination, NYSE Euronext and Deutsche B[ouml]rse
agreed to terminate the Business Combination Agreement, dated as of
February 15, 2011, as amended by Amendment No. 1 dated as of May 2,
2011 and by Amendment No. 2 dated as of June 16, 2011, by and among
NYSE Euronext, Deutsche B[ouml]rse, Holdco and Pomme Merger
Corporation, a Delaware corporation and newly formed wholly owned
subsidiary of Holdco.
Accordingly, the Combination contemplated by the Holdco Proposal
will not be completed and, therefore, the Holdco Proposal conditionally
approved by the Commission will not become effective.
2. Statutory Basis
The Exchange believes that this filing is consistent with Section
6(b) \8\ of the Securities Exchange Act of 1934 (the ``Exchange Act'')
in general, and furthers the objectives of Section 6(b)(5) \9\ in
particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system. Specifically, the Exchange
believes that the Proposed Rule Change will clarify the corporate
structure of the Exchange, which will promote just and equitable
principles of trade and help to protect investors and the public
interest.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the Proposed Rule Change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange has neither solicited nor received written comments on
the Proposed Rule Change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change: (1) Does not
significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
and (3) by its terms, does not become operative for 30 days after the
date of this filing, or such shorter time as the Commission may
designate if consistent with the protection of investors and the public
interest, the proposed rule change has become effective pursuant to
Section 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6)
thereunder.\11\
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to provide the Commission
with written notice of its intent to file the proposed rule change,
along with a brief description and text of the proposed rule change,
at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. The Exchange has fulfilled this requirement.
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At any time within 60 days of the filing of the Proposed Rule
Change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Exchange Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-EDGX-2012-10 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-EDGX-2012-10. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-EDGX-2012-10 and should be
submitted on or before April 20, 2012.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-7630 Filed 3-29-12; 8:45 am]
BILLING CODE 8011-01-P