NEW YORK, Jan. 28, 2015 /PRNewswire/ -- BGC Partners,
Inc. (NASDAQ: BGCP) ("BGC Partners," "the Company," or "BGC"), a
leading global brokerage company servicing the financial and real
estate markets, today issued the following letter to shareholders
of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") regarding its
proposed merger with CME Group Inc. (NASDAQ: CME) ("CME").
PROTECT THE VALUE OF YOUR INVESTMENT IN
GFI
VOTE AGAINST THE INFERIOR $5.85 CME-GFI MANAGEMENT STOCK AND
CASH TRANSACTION
TENDER YOUR SHARES TO RECEIVE BGC'S
SUPERIOR
$6.10 PER SHARE
ALL-CASH OFFER
January 28, 2015
Dear Fellow GFI Shareholders:
We urge you to protect the value of your investment in GFI Group
by voting AGAINST all of the proposals at the special
meeting of GFI shareholders scheduled for January 30th.
In a final desperate attempt to protect their conflicted and
self-interested transaction, GFI management is asking you to accept
$5.85 per share in cash and stock,
which is $0.25 less than BGC's
$6.10 all-cash offer. They want
you to accept this obviously lower value for your shares in order
for GFI management to purchase the brokerage business and realize
the tax benefits that we believe accrue almost entirely to
them. In contrast, BGC's $6.10
per share fully financed, all-cash tender offer provides ALL
GFI shareholders the opportunity to realize superior value and
immediate liquidity at closing and is free of the conflicts of
interest in the CME-GFI management buyout proposal.
Time is short. We urge you to use BGC's GOLD proxy card
TODAY to vote AGAINST the CME-GFI management transaction by
telephone or by Internet. You may also vote "against" all
proposals using the proxy materials provided by GFI. In
addition to your vote AGAINST the proposed CME-GFI management
transaction, we also urge you to tender your shares into our
clearly superior offer of $6.10 per
share to receive the higher value to which you are entitled.
As you make your decision, consider the following important
facts regarding BGC's offer:
- Substantial Premium. BGC's all-cash
offer of $6.10 per share represents a
premium of $0.25, or approximately
4%, to the $5.85 per share stock and
cash offer from CME and GFI management and a premium of more than
96% to the price of GFI shares on July 29,
2014, the last day prior to the announcement of the original
CME-GFI management transaction.
- Both Leading Independent Proxy Advisory
Firms Support BGC by Recommending Against CME-GFI Management
Proposal. Leading independent proxy advisory services firms,
Institutional Shareholder Services ("ISS") and Glass, Lewis &
Co., LLC ("Glass Lewis"), both recommend that GFI shareholders vote
AGAINST the CME-GFI management transaction.
In a report, ISS highlighted the fact that the CME offer is
"economically inferior" to BGC's offer and recommended that
"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."
Separately, Glass Lewis cited the "flawed and conflicted" nature of
the process undertaken by the GFI board in making its
recommendation that shareholders vote AGAINST the proposed CME-GFI
management transaction.
- Committed to Closing. BGC first began
acquiring shares of GFI more than a year before the CME-GFI
management deal was announced. Since that announcement, we have
dedicated significant time, energy, and capital, which demonstrate
an unwavering commitment to completing our tender offer. BGC has
received all the necessary regulatory approvals required to
complete the proposed transaction and our $6.10 per share all-cash offer is superior to the
$5.85 stock and cash offer from CME
and GFI management.
GFI'S BOARD HAS FAILED TO ACT IN THE BEST
INTEREST OF SHAREHOLDERS
VOTE AGAINST THE CME-GFI
MANAGEMENT TRANSACTION TODAY
TENDER YOUR SHARES
TODAY
The actions of the GFI board have demonstrated remarkably poor
corporate governance and raise serious questions with respect to
their fiduciary obligations to GFI shareholders. In one key
instance, upon review of BGC's January
20 offer letter and tender offer agreement, the Special
Committee of the GFI board (who are all outside directors) made the
determination that BGC's offer "could reasonably be expected to
lead to a superior proposal" and requested that GFI convene a
meeting of the full board to act on the recommendation.
Following that determination and request, the full board –
including GFI management – failed to act on this request to even
convene a meeting by the deadline of the offer and, when they
finally did meet, chose to ignore the recommendation of the Special
Committee. Simply put, GFI's board has the ability to take
action in respect of our clearly superior offer, but has purposely
failed to do so.
In addition to offering GFI shareholders superior value, we have
made numerous attempts at constructive dialogue to reach a
negotiated agreement with GFI's Special Committee. The full
GFI board, under the influence of conflicted insiders, has derailed
any attempt at a negotiated transaction by failing to agree to an
ordinary NDA agreement, and by insisting that BGC sign long-term,
no-poach agreements that only serve to benefit GFI management in
their attempt to purchase the wholesale brokerage business at a
discounted rate. Nonetheless, we have made it clear that we
are comfortable proceeding without further due diligence because of
our detailed knowledge of the financial brokerage business, so long
as GFI management does not take any interim steps to materially
damage the business.
We believe the priorities of GFI's management and board are in
conflict with those of all of GFI's shareholders. We urge you
to vote AGAINST the CME-GFI management transaction today and tender
your shares in favor of the superior BGC offer to protect the value
of your investment. If you need any assistance voting or
tendering your shares, please call Innisfree M&A Incorporated,
toll-free at 888-750-5884.
Thank you for your support,
Howard W. Lutnick
Chairman and CEO
Shaun D. Lynn
President
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" all proposals using
the materials provided by GFI.
The expiration date for BGC's tender offer is 5:00 PM New York City time on February 3, 2015, unless
extended.
Innisfree M&A Incorporated is the Information Agent for the
tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to them, 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 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.
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SOURCE BGC Partners, Inc.