LONDON and NEW YORK, Jan. 23,
2015 /PRNewswire/ -- GFI Group Inc. ("GFI Group" or
"GFI"), a leading intermediary and provider of trading technologies
and support services to the global OTC and listed markets,
announced today that it has rescheduled the Special Meeting at
which GFI stockholders will vote on the merger with CME Group Inc.
("CME") to Friday, January 30, 2015.
Stockholders of record as of the close of business on
December 1, 2014, will continue to be
entitled to vote at the Special Meeting.
GFI and CME intend to issue a supplement (the
"Supplement") to their joint proxy statement/prospectus, dated
December 24, 2014, in connection with
the merger, which will include supplemental information about the
transaction, including the revised terms to increase the
consideration payable to GFI Group stockholders to $5.85 per share from $5.60 per share, payable in a mix of shares of
CME Group Class A common stock and cash. The Special Meeting
is being postponed in order to provide GFI stockholders with
additional disclosures and information in advance of the
meeting. GFI stockholders are encouraged to review the
Supplement and the related annexes, as well as the joint proxy
statement/prospectus and the related annexes that were previously
distributed. A copy of the Supplement is available on GFI's website
at http://gfigroup.investorroom.com/download/WE+-+GFI.pdf.
The revised terms of the CME transaction have been approved by
the Board of Directors of GFI Group upon the unanimous
recommendation of a Special Committee comprised solely of
independent and disinterested directors, and by the Board of
Directors of CME Group. GFI Group's Board of Directors,
acting upon the unanimous recommendation of the Special Committee,
continues to recommend that GFI Group's stockholders vote to
approve the CME merger agreement.
About GFI Group Inc.
GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the
global OTC and Listed markets offering an array of sophisticated
trading technologies and products to a broad range of financial
market participants. More than 2,500 institutional clients
benefit from GFI's know-how and experience in operating electronic
and hybrid markets for cash and derivative products across multiple
asset classes, including fixed income, interest rates, foreign
exchange, equities, energy and commodities. GFI's brands
include Trayport®, a leading provider of trading solutions for
energy markets worldwide and FENICS®, a market leader in FX options
software.
Founded in 1987 and headquartered in New York, GFI employs over 2,000 people
globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel
Aviv, Dubai, Seoul, Tokyo,
Singapore, Sydney, Cape
Town, Santiago,
Bogota, Buenos Aires, Lima and Mexico
City.
Important Information for Investors and Stockholders
In connection with the proposed transaction between GFI and CME,
on December 24, 2014 the Securities
and Exchange Commission (SEC) declared effective CME's registration
statement on Form S-4 that included a definitive proxy statement of
GFI that also constituted a definitive prospectus of CME. On
December 24, 2014, GFI commenced
mailing the definitive proxy statement/prospectus to stockholders
of GFI. GFI and CME intend to issue a
supplement to the definitive proxy statement/prospectus on Form
424(b)(3) with the SEC, which will be mailed to stockholders of
GFI. INVESTORS AND SECURITY HOLDERS OF GFI ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain free copies of the registration statement and the
definitive proxy statement/prospectus and other documents filed
with the SEC by CME and GFI through the website maintained by the
SEC at http://www.sec.gov or at the SEC public reference room at
100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the
SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room. Copies of
the documents filed with the SEC by GFI are available free of
charge on GFI's website at http://www.gfigroup.com or by contacting
GFI's Investor Relations Department at (212) 968-6905.
Copies of the documents filed with the SEC by CME are
available free of charge on CME's website at
http://www.cmegroup.com or by contacting CME's Investor Relations
Department at (312) 930-8491.
Participants in the Solicitation for the Proposed Merger
Between GFI and CME
GFI and its directors, executive officers and certain of its
employees may be considered participants in the solicitation of
proxies in connection with the proposed transactions involving GFI
and CME. Investors and security holders may obtain more
detailed information regarding the names, affiliates and interests
of GFI's directors and executive officers by reading GFI's Annual
Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC
on March 13, 2014, its proxy
statement for its 2014 annual meeting of stockholders, which was
filed with the SEC on April 22, 2014,
and its Current Report on Form 8-K filed with the SEC on
July 25, 2014. These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is or will be
contained in the proxy statement/prospectus and other relevant
materials filed with the SEC. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to appropriate registration or qualification under
the securities laws of such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Statement Regarding Forward-Looking
Statements
Certain matters discussed in this press release contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, with respect to GFI
Group and CME Group (i) statements about the benefits of the
transaction, including financial and operating results and synergy
benefits that may be realized from the transaction and the
timeframe for realizing those benefits; (ii) plans, objectives,
expectations and intentions; (iii) other statements contained in
this communication that are not historical facts; and (iv) other
statements identified by words such as "anticipate," "believe,"
"estimate," "may," "might," "intend," "expect" and similar
expressions. Actual results, performance or achievements could
differ materially from those contemplated, expressed or implied by
the forward-looking statements contained herein. These
forward-looking statements are based largely on the expectations of
GFI Group and CME Group and are subject to a number of risks and
uncertainties. These include, but are not limited to, risks and
uncertainties associated with: the occurrence of any event, change
or other circumstances that could give rise to the termination of
the definitive agreements; the inability to complete the
transactions contemplated by the definitive agreements due to the
failure to obtain the required stockholder approval by GFI Group;
the inability to satisfy the other conditions specified in the
definitive agreements, including without limitation the receipt of
necessary governmental or regulatory approvals required to complete
the transactions; the risk that the proposed transactions disrupts
current plans and operations, increase operating costs and the
potential difficulties in customer loss and employee retention as a
result of the announcement and consummation of the transactions;
the outcome of any legal proceedings that may be instituted against
GFI Group, CME Group or others following announcement of the
transaction; economic, political and market factors affecting
trading volumes; securities prices or demand for GFI Group's
brokerage services; competition from current and new competitors;
GFI Group's and CME Group's ability to attract and retain key
personnel, including highly-qualified brokerage personnel; GFI
Group's ability to identify and develop new products and markets;
changes in laws and regulations governing GFI Group's and CME
Group's business and operations or permissible activities; GFI
Group's and CME Group's ability to manage its international
operations; financial difficulties experienced by GFI Group's and
CME Group's customers or key participants in the markets in which
GFI Group and CME Group focuses its services; GFI Group's and CME
Group's ability to keep up with technological changes; and
uncertainties relating to litigation and GFI Group's and CME
Group's ability to assess and integrate acquisition prospects.
Further information about factors that could affect the financial
and other results of GFI Group or CME Group is included in their
respective filings with the Securities and Exchange Commission.
Neither GFI Group or CME Group undertakes to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE GFI Group Inc.