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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 Institutional Shareholder Services ("ISS"), a leading independent proxy advisory service, has recommended that shareholders of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") vote AGAINST the merger agreement with CME Group Inc. (NASDAQ: CME) ("CME") at the special meeting of GFI shareholders scheduled for January 27, 2015.
Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: "We are pleased that, after thorough and independent analysis, ISS recognizes the economic inferiority and conflicted nature of the proposed CME-GFI management $5.85 stock and cash transaction, as well as the economic superiority of BGC's $6.10 all-cash offer. We also note that ISS recommends that GFI shareholders tender their shares to BGC as long as the CME-GFI management bid remains below our offer price.
"We remain fully committed to completing this transaction and urge shareholders to protect the value of their investment in GFI by voting against all of the proposals related to the CME transaction at the special meeting of GFI shareholders. We also remind GFI shareholders to tender their shares into our clearly superior offer in order to receive the higher value to which they are entitled."
In its analysis, ISS noted the following regarding the proposed CME transaction: "As the proposed transaction is economically inferior to the unsolicited all-cash competing offer, yet it is not at all clear that unaffiliated shareholders incur any greater downside risk in holding out for the economically superior offer from this ongoing bidding war, shareholders should vote AGAINST the proposed transaction on its current terms….and, if that offer does not improve to at least parity with the BGC bid, tender into the BGC offer instead..."
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.
Stockholders with questions about how to vote or tender their shares may call Innisfree M&A Incorporated, BGC's proxy solicitor and Information Agent, 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.
