[Federal Register Volume 77, Number 62 (Friday, March 30, 2012)]
[Notices]
[Pages 19391-19393]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-7631]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66658; File No. SR-EDGA-2012-11]


Self-Regulatory Organizations; EDGA 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 EDGA 
Exchange, Inc. (the ``Exchange'' or ``EDGA'') filed with the Securities 
and

[[Page 19392]]

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. 65564 (October 14, 
2011), 76 FR 65264 (October 20, 2011) (SR-EDGA-2011-34).
    \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 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-EDGA-2012-11 on the subject line.

[[Page 19393]]

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-EDGA-2012-11. 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-EDGA-2012-11 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. 2012-7631 Filed 3-29-12; 8:45 am]
BILLING CODE 8011-01-P