- Demands that GFI Board Take Immediate Action to Protect the Interests of All GFI Shareholders and Exclude GFI Management from Further Deliberations on the Tender
- Intends to Solicit Proxies AGAINST the GFI Management/CME Transaction
- Urges GFI Shareholders to Tender Their Shares to BGC
- Reaffirms Commitment to Honor Previously Existing GFI Compensation Arrangements
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 extended the deadline for its fully financed, all-cash tender offer to acquire all of the outstanding shares of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") for $5.45 per share to January 27, 2015.
BGC also intends to file a proxy statement with a GOLD proxy card with the SEC in order to solicit votes at the January 27, 2015 GFI special meeting against the 20 cents per share lower and inferior proposed merger with CME Group Inc. (NASDAQ: CME) ("CME".)
Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: "We urge GFI shareholders to reject the proposed CME transaction at GFI's upcoming special meeting of stockholders, by either voting against the CME/GFI proposal using GFI's proxy materials or by giving their proxy to us to vote against the proposal using BGC's proxy materials. In addition to their votes, we also urge GFI shareholders to tender their shares to the superior, all-cash $5.45 per share offer. These actions will send a clear message to GFI that GFI shareholders intend to protect their interests and receive the higher value to which all shareholders are entitled."
Mr. Lutnick continued: "BGC's all-cash $5.45 offer is superior to the stock and cash proposal from GFI's management and CME, and all conditions for closing our tender offer are able to be met by GFI's board. We are taking the further step of soliciting proxies against the inferior CME transaction because we believe the failure of GFI's board to take immediate action in recommending our offer represents a blatant disregard for the interests of all GFI shareholders and is a breach of their fiduciary duties. We also understand that GFI's management team has been participating in GFI board meetings regarding our offer despite their opposing bid. In order to eliminate this obvious and egregious conflict of interest, BGC believes that Messrs. Gooch and Heffron must be excluded from any deliberations related to our tender offer in order to protect the rights of all GFI shareholders.
"The transaction between BGC and GFI represents a combination with significant benefits for employees, customers, counterparties, bondholders, and, shareholders of both companies. In addition to highlighting the greater value our offer delivers to GFI shareholders, we want to send a clear message to GFI employees that we recognize the value of their contributions and that there are meaningful opportunities for them going forward. Following the close of BGC's tender offer on the proposed terms, we expect to honor the existing compensation agreements currently in place for GFI brokers and salespeople. This includes all previously-awarded and unvested RSUs held by GFI employees. Each RSU will remain outstanding and we do not expect to unilaterally extend, accelerate, or modify the terms of the existing compensation agreements currently in place. Following the close of our tender offer, GFI employees with unvested RSUs can elect, at their own discretion, to receive $5.45 in cash per RSU on their pre-existing vesting schedules."
Mr. Lutnick concluded: "Over the past ten years, we have grown BGC's headcount of brokers and salespeople from approximately 500 to nearly 2,800, which is a strong testament to our ability to attract and retain leading talent. We have every intention of making sure that GFI's top producers and support staff understand that they are valued and welcome members of the BGC group of companies, of which GFI will be a key part."
As of 5:00 PM on January 6, 2015, approximately 21.7 million shares were tendered pursuant to the offer. The 21.7 million tendered shares, together with the 17.1 million shares of GFI common stock already owned by BGC, represent approximately 30.5% of GFI's outstanding shares.
The expiration date for the tender offer is now 5:00 PM New York City time on January 27, 2015, unless extended. The offer was previously scheduled to expire at 5:00 PM New York City time, on January 6, 2015.
BGC's cash 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 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.
The full terms and conditions of BGC's tender offer are set forth in the offering documents that the Company filed with the 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.