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 filed preliminary proxy materials with the Securities and Exchange Commission ("SEC") in order to solicit votes at the January 27, 2015 special meeting of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") shareholders against the proposed merger with CME Group Inc. (NASDAQ: CME) ("CME"). In addition, the company has issued the following letter to GFI shareholders:
PROTECT THE VALUE OF YOUR INVESTMENT IN GFI
VOTE AGAINST THE INFERIOR $5.25 CME-GFI TRANSACTION
TENDER YOUR SHARES TO RECEIVE BGC'S SUPERIOR
$5.45 PER SHARE ALL-CASH OFFER
January 9, 2015
Dear GFI Shareholder:
We urge you to protect the value of your investment in GFI Group by voting AGAINST all of the proposals at the special meeting of GFI shareholders scheduled for January 27th and by tendering your shares into BGC's higher offer. The facts are clear. BGC's $5.45 per share fully financed, all-cash tender offer provides superior value and immediate liquidity at closing and is free of the conflicts of interest inherent in the proposed CME-GFI merger that provides shareholders with an inferior value for your shares. We will soon be sending you a proxy statement and GOLD proxy card that will enable you to submit a proxy to BGC so that we may vote against the CME-GFI deal on your behalf. Meanwhile, you may always vote "AGAINST" on the proxy card provided to you by GFI in order to protect the value of your investment.
In addition to your vote AGAINST the proposed CME-GFI transaction, we also urge you to tender your shares into our clearly superior offer of $5.45 per share. Send a clear message to the GFI board that you expect them to act in your best interest by realizing maximum value for your GFI shares.
BGC'S OFFER IS CLEARLY SUPERIOR
As you make your decision, consider the following important facts regarding BGC's offer:
- Substantial Premium. 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-GFI transaction.
- Immediate Liquidity at Closing. BGC's all-cash offer provides GFI shareholders who tender their shares with certain liquidity promptly after acceptance for payment.
- No Financing Contingency. BGC has a strong balance sheet and is well positioned to finance our offer which contains no financing condition.
GFI'S BOARD HAS FAILED TO ACT IN THE BEST INTEREST OF SHAREHOLDERS
VOTE AGAINST THE CME-GFI TRANSACTION TODAY
TENDER YOUR SHARES TODAY
BGC clearly expressed our interest in acquiring GFI to GFI's management prior to the announcement of the CME-GFI transaction. Since that time, in addition to offering GFI shareholders superior value, we have made numerous attempts at constructive dialogue to reach a negotiated agreement with GFI based on our analysis of the value of the company and our view of the compelling strategic benefits of a transaction. GFI's board has the ability to take action in recommending our clearly superior offer, but has failed to do so.
We believe the priorities of GFI's board are not aligned with all of GFI's shareholders. We urge you to vote AGAINST the CME-GFI transaction and tender your shares in favor of the BGC offer to protect the value of your investment.
Thank you for your support,
Howard W. Lutnick
Chairman and CEO
INNISFREE M&A INCORPORATED Stockholders May Call Toll-Free: (888) 750-5884 Banks & Brokers May Call Collect: (212) 750-5833 |
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.