-- BGC's All-Cash Offer is Plainly Superior to CME's Stock
and Cash Offer
-- Minimum Tender Condition Reduced to 45% of GFI
Shares
-- BGC Prepared to Close Upon Completion of Tender
Offer
NEW YORK, Dec. 19, 2014 /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 it has increased its
fully financed, all-cash tender offer to acquire all of the
outstanding shares of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or
"GFI") to $5.45 per share.
The tender offer is scheduled to expire at 5:00 pm New York
City time on January 6, 2015,
unless extended. As previously disclosed, the Company has
also reduced the minimum tender condition to 45% of the outstanding
shares of GFI common stock, inclusive of the approximately 13.4% of
GFI shares that BGC currently owns. BGC's offer had
previously required that at least 50% of GFI's outstanding shares
on a fully diluted basis be tendered. The conditions
regarding control of GFI's board remain part of the tender
offer.
BGC's revised offer of $5.45 per
share represents a premium of $0.20,
or approximately 4%, to the $5.25 per
share stock and cash transaction announced by CME Group Inc.
(NASDAQ: CME) ("CME") and GFI on December 2,
2014 and a premium of more than 75% to the price of GFI
shares on July 29, 2014, the last day
prior to the announcement of the original CME transaction.
Howard Lutnick, Chairman and
Chief Executive Officer of BGC, said: "Our $5.45 per share all-cash offer is obviously
superior to CME's stock and cash proposal. We have received
approval from the FCA in the UK to acquire control of GFI and also
gained early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Act, among other approvals, and
have no other regulatory impediments to closing. Our offer is
fully financed and has no financing condition. We are
therefore prepared to deliver $5.45
per share in cash to GFI shareholders immediately after the close
of our tender offer. Our revised offer provides GFI
shareholders with a substantial premium and immediate liquidity and
demonstrates our commitment to completing this compelling
transaction.
"In comparison, the more complex series of transactions proposed
by the CME continue to involve severe conflicts of interest on the
part of GFI's management team. Neither CME nor GFI have
announced any regulatory approvals. GFI Group is rated
significantly below investment grade, while the wholesale brokerage
business that GFI's management team hopes to purchase will be
highly levered and is expected to pay interest rates on its debt of
up to 15% per year. These factors could significantly impact
GFI's and its management's attempts to meet regulatory capital and
other requirements and obtain regulatory approval of their
transaction on a timely basis, or at all. Therefore, GFI
cannot say with certainty when its shareholders can expect to
receive payment from CME.
"Simply put, our revised offer is better for GFI shareholders
when compared to the CME/GFI management agreement in every way –
value, speed, and certainty. We urge GFI shareholders to
tender their shares."
Mr. Lutnick continued: "We also believe that our offer is
superior from the point of view of GFI's other constituencies, and
that GFI's customers, trading counterparties, regulators, vendors,
brokers, and support staff would all prefer that GFI's wholesale
brokerage become part of a much larger, better capitalized, and
more diversified company.
"We also remain confident that BGC's stockholders and
bondholders will benefit from a combination of GFI and BGC, as it
will result in increased productivity per broker and meaningful
synergies, which should enable us to increase revenues,
profitability, and cash flows, while maintaining our investment
grade rating."
Mr. Lutnick concluded: "Following the close of BGC's
tender offer and based on the proposed terms, RSUs held by GFI
employees will remain outstanding and vest on their existing
schedules. We also remain open to seeking a friendly and
negotiated transaction with GFI's independent board members and/or
CME involving the electronic assets of GFI or the entire
company. We also remain open to conversations with GFI
management regarding matters related to such agreements and have
continued to seek a negotiated arrangement with GFI's independent
board members."
BGC believes that its $5.45
all-cash offer is clearly superior to the $5.25 stock and cash offered under the CME
transaction and urges GFI shareholders to tender their
shares.
The full terms and conditions of BGC's tender offer are set
forth in the offering documents that the Company filed with the
Securities and Exchange Commission ("SEC") on October 22, 2014, and as have been and may be
amended from time to time.
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. Investors and security holders may obtain free
copies of these statements 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 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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