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 $5.60 per share.
BGC's proposed revision to its cash offer of $5.60 per share represents a premium of $0.35, or approximately 7%, 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 80% to the price of GFI shares on July 29, 2014, the last day prior to the announcement of the original CME transaction. Prior to its proposed revision, BGC's tender offer price was $5.45 per share.
Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: "Each of our offers has obviously been superior to those of CME and GFI management. It defies all logic that the GFI special committee and board have refused, up until now, to exercise their fiduciary duties and determine that our offer is superior to the proposed CME-GFI Management transaction. The special committee of GFI must act in the best interest of all GFI shareholders and determine that our bid is superior.
"In addition, we continue to remind GFI shareholders to vote against the proposed $5.25 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."
Mr. Lutnick concluded: "We want to reiterate that, following the close of our tender offer on the proposed terms, GFI employees with unvested RSUs can choose to receive the same offer price available to all other shareholders in cash per RSU without any change to their pre-existing vesting schedules."
A copy of the tender offer agreement has been 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 voting "no" using the materials provided by GFI.
The expiration date for the tender offer is 5:00 PM New York City time on January 27, 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.