BGC Issues Letter To GFI Shareholders Dated January 28, 2015 - Seite 2

In a report, ISS highlighted the fact that the CME offer is "economically inferior" to BGC's offer and recommended that "shareholders should vote AGAINST the proposed transaction on its current terms….and, if that offer does not improve to at least parity with the BGC bid, tender into the BGC offer instead." Separately, Glass Lewis cited the "flawed and conflicted" nature of the process undertaken by the GFI board in making its recommendation that shareholders vote AGAINST the proposed CME-GFI management transaction.

• Committed to Closing. BGC first began acquiring shares of GFI more than a year before the CME-GFI management deal was announced. Since that announcement, we have dedicated significant time, energy, and capital, which demonstrate an unwavering commitment to completing our tender offer. BGC has received all the necessary regulatory approvals required to complete the proposed transaction and our $6.10 per share all-cash offer is superior to the $5.85 stock and cash offer from CME and GFI management.

GFI'S BOARD HAS FAILED TO ACT IN THE BEST INTEREST OF SHAREHOLDERS
VOTE AGAINST THE CME-GFI MANAGEMENT TRANSACTION TODAY
TENDER YOUR SHARES TODAY

The actions of the GFI board have demonstrated remarkably poor corporate governance and raise serious questions with respect to their fiduciary obligations to GFI shareholders.  In one key instance, upon review of BGC's January 20 offer letter and tender offer agreement, the Special Committee of the GFI board (who are all outside directors) made the determination that BGC's offer "could reasonably be expected to lead to a superior proposal" and requested that GFI convene a meeting of the full board to act on the recommendation.  Following that determination and request, the full board – including GFI management – failed to act on this request to even convene a meeting by the deadline of the offer and, when they finally did meet, chose to ignore the recommendation of the Special Committee.  Simply put, GFI's board has the ability to take action in respect of our clearly superior offer, but has purposely failed to do so.

In addition to offering GFI shareholders superior value, we have made numerous attempts at constructive dialogue to reach a negotiated agreement with GFI's Special Committee.  The full GFI board, under the influence of conflicted insiders, has derailed any attempt at a negotiated transaction by failing to agree to an ordinary NDA agreement, and by insisting that BGC sign long-term, no-poach agreements that only serve to benefit GFI management in their attempt to purchase the wholesale brokerage business at a discounted rate.  Nonetheless, we have made it clear that we are comfortable proceeding without further due diligence because of our detailed knowledge of the financial brokerage business, so long as GFI management does not take any interim steps to materially damage the business.