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 $6.10 per share.
In addition, the Company extended the expiration date for the tender offer to 5:00 PM ET on February 3, 2015, unless extended. The deadline was changed because the relevant rules require an extension of the expiration date if a material change to the tender offer is made. The offer was previously scheduled to expire at 5:00 PM ET, on January 29, 2015. BGC's revision to its 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.
Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: "We are fully committed to completing this transaction and our revised offer is clearly superior to the current agreement in place between CME and GFI management. For too long the GFI special committee and board have failed to act in the best interest of all GFI shareholders and have instead chosen to focus on outrageous, deceptive and self-serving arguments made by GFI management.
"We continue to remind GFI shareholders to vote against the proposed $5.85 CME/GFI management stock and cash transaction at the January 27, 2015 special meeting of shareholders and also urge them to tender their shares into our obviously superior all-cash offer. We are prepared to move quickly to complete our fully-financed tender offer and deliver the higher value to which GFI shareholders are entitled."
Mr. Lutnick concluded: "We 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. We also continue to believe that GFI's customers, trading counterparties, vendors, brokers, and support staff would all benefit from GFI's wholesale brokerage becoming part of a much larger, better capitalized, and more diversified company."
BGC also announced today that is delivering an executed agreement to the board of 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 by an additional $0.10 per share. This proposed revision to $6.20 per share would represent a premium of $0.35, or approximately 6%, to the $5.85 per share stock and cash consideration offered by CME and GFI management. BGC has given the GFI special committee and board until 11:59 PM ET today to commence the "match period" under GFI's merger agreement with CME in order for GFI shareholders to receive the additional $0.10 per share.
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 returning the GOLD proxy card from BGC or by voting "against" using the materials provided by GFI.
As of 5:00 PM on January 16, 2015, approximately 13.9 million shares were tendered pursuant to the offer. The 13.9 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 +1-888-750-5884.
BGC's financial advisor and dealer manager for the tender offer is Cantor Fitzgerald & Co. and its legal advisor is Wachtell, Lipton, Rosen & Katz.