BGC Issues Letter To GFI Shareholders Dated January 28, 2015
-- Urges GFI Shareholders to Vote AGAINST the Inferior CME-GFI Management Transaction and Tender Their Shares to BGC
NEW YORK, Jan. 28, 2015 /PRNewswire/ -- BGC Partners, Inc. (NASDAQ: BGCP) ("BGC Partners," "the Company," or "BGC"), a leading global brokerage company servicing the financial and real estate markets, today issued the following letter to shareholders of GFI Group Inc. (NYSE: GFIG) ("GFI Group" or "GFI") regarding its proposed merger with CME Group Inc. (NASDAQ: CME) ("CME").
PROTECT THE VALUE OF YOUR INVESTMENT IN GFI
VOTE AGAINST THE INFERIOR $5.85 CME-GFI MANAGEMENT STOCK AND
CASH TRANSACTION
TENDER YOUR SHARES TO RECEIVE BGC'S SUPERIOR
$6.10 PER SHARE ALL-CASH OFFER
January 28, 2015
Dear Fellow GFI Shareholders:
We urge you to protect the value of your investment in GFI Group by voting AGAINST all of the proposals at the special meeting of GFI shareholders scheduled for January 30th.
In a final desperate attempt to protect their conflicted and self-interested transaction, GFI management is asking you to accept $5.85 per share in cash and stock, which is $0.25 less than BGC's $6.10 all-cash offer. They want you to accept this obviously lower value for your shares in order for GFI management to purchase the brokerage business and realize the tax benefits that we believe accrue almost entirely to them. In contrast, BGC's $6.10 per share fully financed, all-cash tender offer provides ALL GFI shareholders the opportunity to realize superior value and immediate liquidity at closing and is free of the conflicts of interest in the CME-GFI management buyout proposal.
Time is short. We urge you to use BGC's GOLD proxy card TODAY to vote AGAINST the CME-GFI management transaction by telephone or by Internet. You may also vote "against" all proposals using the proxy materials provided by GFI. In addition to your vote AGAINST the proposed CME-GFI management transaction, we also urge you to tender your shares into our clearly superior offer of $6.10 per share to receive the higher value to which you are entitled.
As you make your decision, consider the following important facts regarding BGC's offer:
- Substantial Premium. BGC's all-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 offer from CME and GFI management and a premium of more than 96% to the price of GFI shares on July 29, 2014, the last day prior to the announcement of the original CME-GFI management transaction.
- Both Leading Independent Proxy Advisory Firms Support BGC by Recommending Against CME-GFI Management Proposal. Leading independent proxy advisory services firms, Institutional Shareholder Services ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), both recommend that GFI shareholders vote AGAINST the CME-GFI management transaction.