GFI Group shareholders do not approve proposed acquistion by CME Group


CME Group Inc (NASDAQ:CME) and GFI Group Inc.(NYSE:GFIG) announced on Friday that they have each determined to terminate their previously announced merger agreement following today’s special meeting of GFI shareholders.

The somewhat dramatic courtship between the two companies which began in early December when a metaphorical tug of war commenced between CME Group and BGC Partners in their submission of offers to purchase GFI Group.

First, the CME Group made an offer to buy the 83% of GFI it didn’t already own for $4.55 per share back in July. That bid was topped by GFI’s rival BGC Partners which made an all-cash bid for GFI in September.

In December, it was evident that CME Group did not give up and raised its bid to match BGC’s, at $5.25 per share, valuing GFI (NYSE:GFIG) at about $675 million.

On January 15 this year, a new offer was made by CME Group at more than an 80% premium above the closing price of $3.11 per share of GFI Group common stock on July 29, 2014, the last day of trading before the announcement of the CME deal.

Under the terms of the revised CME transaction, the purchase price to be paid by a private consortium of GFI Group management (the “GFI Group Management Consortium”), led by current Executive Chairman Michael Gooch, CEO Colin Heffron and Managing Director Nick Brown, for GFI Group’s wholesale brokerage business was increased to approximately $282 million, up from $254 million in cash, along with the assumption, at closing, of approximately $77 million of unvested deferred compensation and other liabilities. CME Group is also contributing $9.5 million in additional stock consideration to GFI shareholders.

Preliminary results from the GFI shareholder meeting held earlier today in New York indicate that GFI shareholders did not approve the proposed merger.  As a result, the parties each determined that terminating the merger agreement and related transactions was in the best interest of their respective companies and shareholders at this time.

The related merger agreement by and among CME and Jersey Partners Inc. and their affiliates and purchase agreement by and among GFI Brokers Holdco Ltd., CME, Jersey Partners Inc. and their affiliates, were also terminated.

For the official announcement from CME Group, click here.

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GFI Group shareholders do not approve proposed acquistion by CME Group

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