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 delivered an executed agreement to GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") that, if countersigned by GFI, provides that BGC would increase its fully financed, all-cash tender offer to acquire all of the outstanding shares of GFI to $5.85 per share.
In addition, the company announced that it has made an immediate and non-contingent increase to its all-cash tender offer price to $5.75 and extended the expiration date for the tender offer. If a material change to the tender offer is made, the relevant rules require the Company to extend the expiration date of the tender offer to ensure that there is sufficient time between the change and the expiration of the tender offer. The tender offer is now scheduled to expire at 5:00 pm New York City time on January 29, 2015, unless extended. The offer was previously scheduled to expire at 5:00 pm New York City time, on January 27, 2015. BGC has given the GFI special committee and board until noon on Monday, January 19, 2015, to commence the "match period" under GFI's merger agreement with CME Group Inc. (NASDAQ: CME) ("CME") in order to accept the $5.85 per share price.
BGC's proposed revision to its cash offer of $5.85 per share represents a premium of $0.25, or approximately 4.5%, to the $5.60 per share stock and cash consideration offered by the CME/GFI Management transaction and a premium of more than 88% to the price of GFI shares on July 29, 2014, the last day prior to the announcement of the original CME/GFI Management transaction. Prior to its proposed revision, BGC's contingent tender offer price was $5.60 per share.
Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: "Both our proposed revised offer and the immediate increase to our tender offer are clearly superior to the current transaction in place between CME and GFI Management. It is up to the GFI special committee and board to act immediately in the best interest of all GFI shareholders and exercise their fiduciary duties by determining that our offer is superior to the proposed CME-GFI Management transaction.
"Once again we have demonstrated our commitment to completing this transaction and we urge GFI shareholders to support our actions. Throughout this process, BGC's involvement has been the only reason GFI shareholders have been offered significantly greater value for their investment. The fact that GFI Management has increased its price by $1.05 per share only in response to our offers demonstrates how severely the original agreement with CME drastically undervalued GFI for the sole benefit of GFI Management."
Mr. Lutnick concluded: "In addition, we continue to remind GFI shareholders to vote against the proposed $5.60 CME-GFI Management transaction at the January 27, 2015 special meeting of shareholders and also urge them to tender their shares into our clearly superior offer. We are prepared to move quickly to complete our fully-financed tender offer and deliver the value to which GFI shareholders are entitled."
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 preliminary 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.
As of 5:00 PM on Wednesday, January 14, 2015, approximately 14.0 million shares were tendered pursuant to the offer. The 14.0 million tendered shares, together with the 17.1 million shares of GFI common stock already owned by BGC, represent approximately 24.4% of GFI's outstanding shares.
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.
