NEW YORK, Jan. 21, 2015 /PRNewswire/ -- BGC Partners,
Inc. (NASDAQ: BGCP) ("BGC Partners," "the Company," or "BGC"), a
leading global brokerage company primarily servicing the financial
and real estate markets, today announced that Institutional
Shareholder Services ("ISS"), a leading independent proxy advisory
service, has recommended that shareholders of GFI Group Inc. (NYSE:
GFIG) ("GFI Group" or "GFI") vote AGAINST the merger agreement with
CME Group Inc. (NASDAQ: CME) ("CME") at the special meeting of GFI
shareholders scheduled for January 27,
2015.
Howard Lutnick, Chairman and
Chief Executive Officer of BGC, said: "We are pleased that, after
thorough and independent analysis, ISS recognizes the economic
inferiority and conflicted nature of the proposed CME-GFI
management $5.85 stock and cash
transaction, as well as the economic superiority of BGC's
$6.10 all-cash offer. We also
note that ISS recommends that GFI shareholders tender their shares
to BGC as long as the CME-GFI management bid remains below our
offer price.
"We remain fully committed to completing this transaction and
urge shareholders to protect the value of their investment in GFI
by voting against all of the proposals related to the CME
transaction at the special meeting of GFI shareholders. We
also remind GFI shareholders to tender their shares into our
clearly superior offer in order to receive the higher value to
which they are entitled."
In its analysis, ISS noted the following regarding the proposed
CME transaction: "As the proposed transaction is economically
inferior to the unsolicited all-cash competing offer, yet it is not
at all clear that unaffiliated shareholders incur any greater
downside risk in holding out for the economically superior offer
from this ongoing bidding war, shareholders should vote AGAINST the
proposed transaction on its current terms….and, if that offer does
not improve to at least parity with the BGC bid, tender into the
BGC offer instead..."
As previously announced, BGC has also filed a proxy statement
with a GOLD proxy card with the SEC in order to solicit votes
against the inferior CME transaction at the January 27, 2015 GFI special meeting. GFI
shareholders can vote against this transaction by returning the
GOLD proxy card from BGC or by voting "against" using the materials
provided by GFI.
Stockholders with questions about how to vote or tender their
shares may call Innisfree M&A Incorporated, BGC's proxy
solicitor and Information Agent, toll-free at (888) 750-5884.
BGC's financial advisor and dealer manager for the tender offer
is Cantor Fitzgerald & Co. and its legal advisor is Wachtell,
Lipton, Rosen & Katz.
About BGC Partners, Inc.
BGC Partners is a leading
global brokerage company servicing the financial and real estate
markets. Products include fixed income securities, interest
rate swaps, foreign exchange, equities, equity derivatives, credit
derivatives, commercial real estate, commodities, futures, and
structured products. BGC also provides a wide range of services,
including trade execution, broker-dealer services, clearing,
processing, information, and other back-office services to a broad
range of financial and non-financial institutions. Through
its BGC Trader and BGC Market Data brands, BGC offers financial
technology solutions, market data, and analytics related to
numerous financial instruments and markets. Through the
Newmark Grubb Knight Frank brand, BGC offers a wide range of
commercial real estate services including leasing and corporate
advisory, investment sales and financial services, consulting,
project and development management, and property and facilities
management. BGC's customers include many of the world's largest
banks, broker-dealers, investment banks, trading firms, hedge
funds, governments, corporations, property owners, real estate
developers, and investment firms. BGC's common stock trades on the
NASDAQ Global Select Market under the ticker symbol (NASDAQ:
BGCP). BGC also has an outstanding bond issuance of Senior
Notes due June 15, 2042, which trade
on the New York Stock Exchange under the symbol (NYSE: BGCA).
BGC Partners is led by Chairman and Chief Executive Officer Howard
W. Lutnick. For more information, please visit
http://www.bgcpartners.com.
BGC, BGC Trader, Newmark, Grubb & Ellis, and Grubb are
trademarks and service marks of BGC Partners, Inc. and/or its
affiliates. Knight Frank is a service mark of Knight Frank
(Nominees) Limited.
Important Additional Information
This communication is
provided for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell any shares of the
common stock of GFI Group Inc. ("GFI") or any other securities. BGC
Partners, Inc. and its subsidiary BGC Partners, L.P. have commenced
a tender offer for all outstanding shares of common stock of GFI
and have filed with the Securities and Exchange Commission ("SEC")
a tender offer statement on Schedule TO (including an Offer to
Purchase, a Letter of Transmittal and related documents). These
documents, as they may be amended from time to time, contain
important information, including the terms and conditions of the
tender offer, and shareholders of GFI are advised to carefully read
these documents before making any decision with respect to the
tender offer.
BGC has filed a proxy statement and relevant documents in
connection with the special meeting of the stockholders of GFI at
which the GFI stockholders will consider certain proposals
regarding the potential acquisition of GFI by CME Group Inc. (the
"Special Meeting Proposals"). BGC and its directors and executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from GFI's
stockholders in connection with the Special Meeting Proposals.
STOCKHOLDERS OF GFI GROUP ARE URGED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed with respect
to the tender offer at the SEC's website at www.sec.gov. These
materials are also available to GFI Group security holders at no
expense to them at http://ir.bgcpartners.com or by calling BGC
Partners' information agent, Innisfree M&A Incorporated,
toll-free at (888) 750-5884.
Discussion of Forward-Looking Statements by BGC
Partners
Statements in this document regarding BGC Partners' business that
are not historical facts are "forward-looking statements" that
involve risks and uncertainties. Except as required by law, BGC
undertakes no obligation to release any revisions to any
forward-looking statements. For a discussion of additional risks
and uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see BGC's
Securities and Exchange Commission filings, including, but not
limited to, the risk factors set forth in the Company's public
filings, including BGC's most recent Form 10-K and any updates to
such risk factors contained in subsequent Form 10-Q or Form 8-K
filings.
Logo -
http://photos.prnewswire.com/prnh/20110720/MM38935LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/iss-recommends-gfi-shareholders-vote-against-economically-inferior-merger-with-cme-300023575.html
SOURCE BGC Partners, Inc.