-- BGC Sends Executed Agreement Which Includes Terms
Obligating BGC to Complete $6.10 per
Share Tender Offer if CME Merger Vote Fails and GFI
Countersigns
-- ISS Issues an Additional Note on the Proposed GFI
Management-CME Merger Further Highlighting What ISS has Deemed
"Significant Conflicts of Interest"
-- ISS and Glass Lewis Recommend that GFI Shareholders
Vote AGAINST the Inferior CME/GFI Management Transaction; ISS
Further Recommends Tendering Shares to BGC
NEW YORK, Jan. 29, 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 re-affirmed its commitment to the all-cash
tender offer to acquire all of the outstanding shares of GFI Group
Inc. (NYSE: GFIG) ("GFI Group" or "GFI") for $6.10 per share.
The Company has delivered an executed and binding tender offer
agreement to the GFI board and Special Committee that can be
countersigned by GFI if the Friday, January
30th, 2015 shareholder vote regarding the
proposed merger with CME Group Inc. (NASDAQ: CME) ("CME")
fails. The tender offer agreement is similar to the two
previously executed tender offer agreements delivered by BGC to GFI
earlier in January, 2015.
BGC believes that it is important for GFI shareholders to note
that in a January 26, 2015, 14D-9
filing made with the Securities and Exchange Commission ("SEC"),
the GFI Special Committee determined that the conditions in the
executed tender offer agreement "were reasonable for the deal
proposed, comparable to the [CME] Merger Agreement conditions while
giving effect to the different structures and, in general, within
the control of GFI," and that "there was no reason to believe that,
subject to the satisfaction of the conditions, BGC would not
consummate the transaction and its offer was made to, and could be
accepted by, all GFI Stockholders." BGC has given the GFI
Special Committee and board until 8:00 AM
ET on February 2, 2015, to
countersign the just-delivered executed and binding
agreement.
Howard Lutnick, Chairman and
Chief Executive Officer of BGC, said: "We have heard from GFI
shareholders that in a last minute and desperate whisper campaign,
GFI management continues to claim that BGC will not complete its
tender offer if the CME merger vote fails. Nothing could be
further from the truth. For the third time, we've sent a
signed and binding agreement to GFI's board and Special Committee.
We suggest that GFI's shareholders read the contract
themselves in the filings we are making today, and which will be
available on the SEC website and the GFI and BGC investor relations
websites. This executed agreement includes among other
things:
- An obligation for BGC to complete the tender offer in
accordance with the terms of the agreement if the CME merger vote
fails and GFI countersigns the agreement;
- No due diligence condition;
- A non-disclosure agreement;
- A non-solicitation agreement with respect to GFI brokers and
other employees;
- Additionally, as an investment-grade company, our offer is
fully financed and we have sufficient capital to close the
tender.
"The executed agreement is the result of good-faith negotiations
between BGC and GFI's Special Committee over the course of more
than three months. The executed agreement addresses and
resolves each and every meaningful issue raised by the GFI Special
Committee during these discussions. As seems apparent from
what the GFI Special Committee itself noted, we want and expect to
close this transaction."
BGC also noted that independent proxy advisory services firm
Institutional Shareholder Services ("ISS") yesterday issued
additional guidance for its clients, in its M&A Edge
Note titled "What's So Special About that Special
Committee?" This note highlighted the GFI Board process
with respect to the BGC tender offer and observed the
following: "In fact, however, there are just two remaining
conditions to the BGC offer: a minimum tender of 45% of
outstanding shares (including BGC's own 13% stake), and agreeing to
appoint BGC nominees to represent two-thirds of the board.
The first of these conditions is not unusual—every tender offer has
a minimum tender condition—and clearly within the control of GFI
shareholders themselves...Even more incongruously, the second
condition—appointing BGC nominees to comprise two-thirds of the
board—is utterly within the control of the very [GFI] directors who
determined it too risky a condition to support."
Mr. Lutnick concluded: "We urge GFI shareholders not to be
fooled by spurious arguments made by GFI's self-interested and
conflicted management team. That is why we remind
shareholders to heed the advice of both ISS and Glass, Lewis, who
recommend that GFI shareholders vote AGAINST the proposed
$5.85 CME/GFI management stock and
cash transaction. We also urge them to tender their shares
into our clearly superior all-cash $6.10 offer, as recommended by ISS. We are
prepared to move quickly to complete our fully-financed tender
offer and deliver the higher value to which GFI shareholders are
entitled."
The expiration date for the tender offer remains 5:00 PM ET on February 3,
2015, unless extended. BGC's 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
consideration offered by the CME and GFI management.
A copy of the tender offer agreement will be filed with the
Securities and Exchange Commission ("SEC"). 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 using the GOLD proxy card from BGC to
vote by phone or over the Internet, or by voting "against" using
the proxy materials provided by GFI.
Innisfree M&A Incorporated is BGC's proxy solicitor with
respect to the GFI special meeting, and its Information Agent with
respect to BGC's tender offer. Stockholders with questions
about how to vote or tender their shares may contact Innisfree
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.
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