BGC Partners, Inc. (NASDAQ: BGCP) ("BGC Partners," "the Company," or "BGC"), a leading global brokerage company servicing the financial and real estate markets, today re-affirmed its commitment to the all-cash tender offer to acquire all of the outstanding shares of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") for $6.10 per share.
The Company has delivered an executed and binding tender offer agreement to the GFI board and Special Committee that can be countersigned by GFI if the Friday, January 30th, 2015 shareholder vote regarding the proposed merger with CME Group Inc. (NASDAQ: CME) ("CME") fails. The tender offer agreement is similar to the two previously executed tender offer agreements delivered by BGC to GFI earlier in January, 2015.
BGC believes that it is important for GFI shareholders to note that in a January 26, 2015, 14D-9 filing made with the Securities and Exchange Commission ("SEC"), the GFI Special Committee determined that the conditions in the executed tender offer agreement "were reasonable for the deal proposed, comparable to the [CME] Merger Agreement conditions while giving effect to the different structures and, in general, within the control of GFI," and that "there was no reason to believe that, subject to the satisfaction of the conditions, BGC would not consummate the transaction and its offer was made to, and could be accepted by, all GFI Stockholders." BGC has given the GFI Special Committee and board until 8:00 AM ET on February 2, 2015, to countersign the just-delivered executed and binding agreement.
Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: "We have heard from GFI shareholders that in a last minute and desperate whisper campaign, GFI management continues to claim that BGC will not complete its tender offer if the CME merger vote fails. Nothing could be further from the truth. For the third time, we've sent a signed and binding agreement to GFI's board and Special Committee. We suggest that GFI's shareholders read the contract themselves in the filings we are making today, and which will be available on the SEC website and the GFI and BGC investor relations websites. This executed agreement includes among other things:
- An obligation for BGC to complete the tender offer in accordance with the terms of the agreement if the CME merger vote fails and GFI countersigns the agreement;
- No due diligence condition;
- A non-disclosure agreement;
- A non-solicitation agreement with respect to GFI brokers and other employees;
- Additionally, as an investment-grade company, our offer is fully financed and we have sufficient capital to close the tender.
"The executed agreement is the result of good-faith negotiations between BGC and GFI's Special Committee over the course of more than three months. The executed agreement addresses and resolves each and every meaningful issue raised by the GFI Special Committee during these discussions. As seems apparent from what the GFI Special Committee itself noted, we want and expect to close this transaction."
BGC also noted that independent proxy advisory services firm Institutional Shareholder Services ("ISS") yesterday issued additional guidance for its clients, in its M&A Edge Note titled "What's So Special About that Special Committee?" This note highlighted the GFI Board process with respect to the BGC tender offer and observed the following: "In fact, however, there are just two remaining conditions to the BGC offer: a minimum tender of 45% of outstanding shares (including BGC's own 13% stake), and agreeing to appoint BGC nominees to represent two-thirds of the board. The first of these conditions is not unusual—every tender offer has a minimum tender condition—and clearly within the control of GFI shareholders themselves...Even more incongruously, the second condition—appointing BGC nominees to comprise two-thirds of the board—is utterly within the control of the very [GFI] directors who determined it too risky a condition to support."
Mr. Lutnick concluded: "We urge GFI shareholders not to be fooled by spurious arguments made by GFI's self-interested and conflicted management team. That is why we remind shareholders to heed the advice of both ISS and Glass, Lewis, who recommend that GFI shareholders vote AGAINST the proposed $5.85 CME/GFI management stock and cash transaction. We also urge them to tender their shares into our clearly superior all-cash $6.10 offer, as recommended by ISS. We are prepared to move quickly to complete our fully-financed tender offer and deliver the higher value to which GFI shareholders are entitled."
The expiration date for the tender offer remains 5:00 PM ET on February 3, 2015, unless extended. BGC's 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.
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 using the GOLD proxy card from BGC to vote by phone or over the Internet, or by voting "against" using the proxy materials provided by GFI.
Innisfree M&A Incorporated is BGC's proxy solicitor with respect to the GFI special meeting, and its Information Agent with respect to BGC's tender offer. Stockholders with questions about how to vote or tender their shares may contact Innisfree 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.