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.