BGC Partners, GFI Group agree on $6.10 per share tender offer

BGC Partners, Inc. (NASDAQ:BGCP), a global brokerage company servicing the financial and real estate markets, and GFI Group Inc. (NYSE:GFIG), a provider of trading technologies and support services to the global OTC and listed markets, today announced that they have reached an agreement on a tender offer of $6.10 per share.

Under the terms of the agreement, GFI’s board recommends that GFI stockholders tender their shares into BGC’s existing offer for $6.10 per share in cash.

Also, BGC will appoint 6 members to GFI’s expanded 8 person board. At least three of these new board members are poised to be independent directors nominated by BGC.

The new deadline for the tender offer is 5:00 PM (ET) on February 26, 2015. As of 5:00 PM ET on February 19, 2015, approximately 43.3 million shares were tendered pursuant to the offer. The 43.3 million tendered shares, together with the 17.1 million shares of GFI common stock already owned by BGC, represent approximately 47.5% of GFI’s outstanding shares.

GFI is set to operate as a division of BGC, reporting into Shaun Lynn, President of BGC, and its financial results are expected to be consolidated as part of BGC. In the long run, BGC and GFI are poised to remain separately branded divisions. GFI’s current Executive Chairman, Michael Gooch, and its current Chief Executive Officer, Colin Heffron, will remain executives of GFI and members of its board of directors.

The agreement marks another step in a very dynamic race for the acquisition of GFI Group over the past several months, with BGC competing closely with CME Group. In December 2014, BGC hiked its bid for GFI to $5.45 (in cash) per share, beating the $5.25 offer by CME. Whereas the deal between GFI and CME looked close to completion, GFI’s board of directors rebuffed the bid at a meeting held on January 31, 2015.

BGC has now satisfied all conditions demanded to finalize the proposed transaction, and is ready to close its fully-financed offer.

Here at the highlights of the agreement achieved today:

  • GFI Board recommends to GFI shareholders to tender shares to BGC;
  • BGC will name 6 out of 8 directors on GFI Board;
  • Stockholders, who own nearly 48% of GFI common shares, have already backed the tender offer;
  • BGC extended the tender offer deadline to February 26, 2015.

The official announcement on the deal can be read here.

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