BGC Increases All-Cash Tender Offer to Acquire GFI Group to $5.45 Per Share - Seite 2

"In comparison, the more complex series of transactions proposed by the CME continue to involve severe conflicts of interest on the part of GFI's management team.  Neither CME nor GFI have announced any regulatory approvals.  GFI Group is rated significantly below investment grade, while the wholesale brokerage business that GFI's management team hopes to purchase will be highly levered and is expected to pay interest rates on its debt of up to 15% per year.  These factors could significantly impact GFI's and its management's attempts to meet regulatory capital and other requirements and obtain regulatory approval of their transaction on a timely basis, or at all.  Therefore, GFI cannot say with certainty when its shareholders can expect to receive payment from CME.

"Simply put, our revised offer is better for GFI shareholders when compared to the CME/GFI management agreement in every way – value, speed, and certainty.  We urge GFI shareholders to tender their shares."

Mr. Lutnick continued:  "We also believe that our offer is superior from the point of view of GFI's other constituencies, and that GFI's customers, trading counterparties, regulators, vendors, brokers, and support staff would all prefer that GFI's wholesale brokerage become part of a much larger, better capitalized, and more diversified company.   

"We also remain confident that BGC's stockholders and bondholders will benefit from a combination of GFI and BGC, as it will result in increased productivity per broker and meaningful synergies, which should enable us to increase revenues, profitability, and cash flows, while maintaining our investment grade rating."

Mr. Lutnick concluded:  "Following the close of BGC's tender offer and based on the proposed terms, RSUs held by GFI employees will remain outstanding and vest on their existing schedules.  We also remain open to seeking a friendly and negotiated transaction with GFI's independent board members and/or CME involving the electronic assets of GFI or the entire company.  We also remain open to conversations with GFI management regarding matters related to such agreements and have continued to seek a negotiated arrangement with GFI's independent board members."

BGC believes that its $5.45 all-cash offer is clearly superior to the $5.25 stock and cash offered under the CME transaction and urges GFI shareholders to tender their shares.  

The full terms and conditions of BGC's tender offer are set forth in the offering documents that the Company filed with the Securities and Exchange Commission ("SEC") on October 22, 2014, and as have been and may be amended from time to time.