Chicago Stock Exchange Statement on SEC Acquisition Ruling

On behalf of its shareholders, board of directors and management team, the Chicago Stock Exchange (“CHX”) would like to express its disappointment with the decision by the Commissioners of the U.S. Securities and Exchange Commission (“SEC”) to overrule their own staff’s recommendation in rejecting the acquisition of CHX by a majority American investor group led by North American Casin Holdings, Inc. The disapproval order of February 15, 2018, contains logic and representations with which CHX strongly disagrees.

By disapproving the transaction, the SEC has denied the American public an historic and unprecedented opportunity to build a mutually beneficial economic bridge between the world’s largest economies, while unfairly disadvantaging our company and shareholders.

The CHX board and executive team are currently evaluating their options. Despite the SEC’s decision, CHX remains committed to increasing shareholder value and continuing to promote needed competition and innovation in the U.S. equity markets.

CHX notes that one of its innovative proposals, the Liquidity Enhancing Access Delay (“LEAD”), is also under review by the Commissioners. Like the transaction proposal, after months of careful consideration, the LEAD proposal was approved by the SEC staff as a two-year pilot program. The purpose of the LEAD pilot is to provide the SEC, CHX and the public with empirical data that could be used to evaluate the effectiveness of LEAD in enhancing the quality of our markets. Notwithstanding that, the Commission is now reviewing the delegated action, which CHX believes violates the Exchange Act, as well as the SEC’s own Rules of Practice. We sincerely hope that the Commissioners choose to affirm their staff’s recommendation with respect to LEAD and reaffirm Chair Jay Clayton’s commitment to a “thoughtful and methodical, data driven approach to market structure.”