NEW YORK, Nov. 20, 2014
/PRNewswire/ -- BGC Partners, Inc. (NASDAQ: BGCP) ("BGC
Partners" or "BGC") a leading global brokerage company primarily
servicing the financial and real estate markets, today announced
that it has extended the expiration date of its tender offer to
acquire all of the outstanding shares of GFI Group Inc. (NYSE:
GFIG) ("GFI Group" or "GFI") it does not currently own for
$5.25 per share in cash.
The tender offer is now scheduled to expire at 5:00 pm New York
City time on December 9, 2014,
unless extended. The tender offer was previously scheduled to
expire at 12:00, midnight New York City Time, at the end of the day
on November 19, 2014. As of
midnight on November 19, 2014,
approximately 23.2 million shares were tendered pursuant to the
offer. The 23.2 million tendered shares, together with the
17.1 million shares of GFI common stock already owned by BGC,
represent approximately 31.7% of GFI's outstanding shares.
Howard W. Lutnick, Chairman and
Chief Executive Officer of BGC, said: "We are extending our
offer to enable all shareholders to carefully consider our superior
offer. We remain committed to this transaction and urge all
shareholders to tender their shares in order to receive the value
to which they are entitled."
Special Committee Discussions
BGC remains actively
engaged with the advisors of the independent board members of GFI
(the "Special Committee"), who constitute a majority of GFI's
board. While these discussions are not yet complete, they
suggest that the Special Committee would be willing, under certain
conditions, to recommend that GFI's stockholders accept BGC's
tender offer, resign, and take actions necessary so that BGC will
have control of two-thirds of GFI's board.
BGC believes these are positive developments toward satisfying
the remaining conditions to permit BGC to close its tender
offer.
Regulatory Approval and Committed Financing
BGC's
subsidiary BGC Partners, L.P., has resolved matters with the
Financial Conduct Authority ("FCA") and received approval from the
FCA to acquire control of GFI and thereby take control of the UK
regulated firms within GFI Group. BGC previously received
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Act. BGC is actively engaged in obtaining any
remaining necessary regulatory approvals, and does not expect
additional regulatory or financial barriers to acquiring a majority
of GFI's outstanding shares. BGC has also secured committed
financing from Morgan Stanley Senior Funding, Inc. and the offer
has no financing condition.
On October 22, 2014, BGC commenced
a tender offer to acquire all of the outstanding common shares of
GFI Group for $5.25 per share in
cash. This offer represents a premium of more than 15% to the
$4.55 per share all-stock transaction
announced by CME Group Inc. (NASDAQ: CME) ("CME") and GFI Group on
July 30, 2014 and a premium of more
than 68% to the price of GFI Group shares on July 29, 2014, the last day prior to the
announcement of the CME transaction.
The full terms and conditions of the tender offer are set forth
in the offering documents that BGC filed with the Securities and
Exchange Commission ("SEC") on October 22,
2014, and as have been and may be amended from time to
time.
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.
About BGC Partners, Inc.
BGC Partners is a leading
global brokerage company servicing the financial and real estate
markets. Products include fixed income securities, interest
rate swaps, foreign exchange, equities, equity derivatives, credit
derivatives, commercial real estate, commodities, futures, and
structured products. BGC also provides a wide range of services,
including trade execution, broker-dealer services, clearing,
processing, information, and other back-office services to a broad
range of financial and non-financial institutions. Through
its BGC Trader and BGC Market Data brands, BGC offers financial
technology solutions, market data, and analytics related to
numerous financial instruments and markets. Through the
Newmark Grubb Knight Frank brand, BGC offers a wide range of
commercial real estate services including leasing and corporate
advisory, investment sales and financial services, consulting,
project and development management, and property and facilities
management. BGC's customers include many of the world's largest
banks, broker-dealers, investment banks, trading firms, hedge
funds, governments, corporations, property owners, real estate
developers, and investment firms. BGC's common stock trades on the
NASDAQ Global Select Market under the ticker symbol (NASDAQ:
BGCP). BGC also has an outstanding bond issuance of Senior
Notes due June 15, 2042, which trade
on the New York Stock Exchange under the symbol (NYSE: BGCA).
BGC Partners is led by Chairman and Chief Executive Officer Howard
W. Lutnick. For more information, please visit
http://www.bgcpartners.com.
BGC, BGC Trader, Newmark, Grubb & Ellis, and Grubb are
trademarks and service marks of BGC Partners, Inc. and/or its
affiliates. Knight Frank is a service mark of Knight Frank
(Nominees) Limited.
Important Additional Information
This communication is
provided for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell any shares of the
common stock of GFI Group Inc. ("GFI") or any other securities. BGC
Partners, Inc. and its subsidiary BGC Partners, L.P. have commenced
a tender offer for all outstanding shares of common stock of GFI
and have filed with the Securities and Exchange Commission ("SEC")
a tender offer statement on Schedule TO (including an Offer to
Purchase, a Letter of Transmittal and related documents). These
documents, as they may be amended from time to time, contain
important information, including the terms and conditions of the
tender offer, and shareholders of GFI are advised to carefully read
these documents before making any decision with respect to the
tender offer. Investors and security holders may obtain free
copies of these statements and other documents filed with respect
to the tender offer at the SEC's website at www.sec.gov.
These materials are also available to GFI Group security holders at
no expense to them or by calling BGC Partners' information agent,
Innisfree M&A Incorporated, toll-free at (888) 750-5884.
Discussion of Forward-Looking Statements by BGC
Partners
Statements in this document regarding BGC
Partners' business that are not historical facts are
"forward-looking statements" that involve risks and uncertainties.
Except as required by law, BGC undertakes no obligation to release
any revisions to any forward-looking statements. For a discussion
of additional risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking
statements, see BGC's Securities and Exchange Commission filings,
including, but not limited to, the risk factors set forth in our
public filings, including our most recent Form 10-K and any updates
to such risk factors contained in subsequent Form 10-Q or Form 8-K
filings.
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SOURCE BGC Partners, Inc.