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GFI Board Supports BGC’s USD6.10 per share tender offer

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BGC Partners and GFI Group have entered into a tender offer support agreement in which GFI's board of directors unanimously agreed to support BGC's tender offer for all of the outstanding shares of GFI common stock at USD6.10 per share in cash.

As part of the agreement, BGC shall designate six out of eight directors of the expanded GFI Board. Pursuant to this agreement, BGC has extended the deadline to February 26, 2015, in order to give all stockholders the opportunity to tender in this final extension. BGC exceeded its 45% requirement with nearly 48% of shares tendered, and because it wants to make closing even more certain, BGC reduced the minimum tender condition to 43%.

Because it will be a controlled company, GFI is expected 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. Going forward, BGC and GFI are expected to remain separately branded divisions. GFI's current Executive Chairman, Michael Gooch, and its current Chief Executive Officer, Colin Heffron, are expected to remain executives of GFI and members of its board of directors.

Howard Lutnick, Chairman and Chief Executive Officer of BGC, says: "We are thrilled to welcome the world class people from GFI into the BGC family. We have an extraordinary opportunity ahead to grow with BGC's strong financial position coupled with both companies' extraordinarily talented brokers and market leading technology. We look forward to delivering strong earnings and cash flow growth to our shareholders going forward."

Shaun Lynn, President of BGC, says: "We are very happy to have reached an amicable conclusion to this long process. We look forward to working with the management team and brokers of GFI as we build what we hope will be the largest and most profitable global wholesale brokerage company. Our transaction will provide substantial benefits to GFI's customers, counterparties, brokers, and other employees, all of whom will benefit from GFI being part of a larger, faster growing, and more diversified investment grade company. We believe that BGC's employees, customers, shareholders, and bondholders will similarly benefit from the combination of these two great organizations."

Mickey Gooch, Executive Chairman of GFI, adds: "We are excited to bring these two great companies together. I look forward to building upon our success to create an extraordinary partnership."

Colin Heffron, Chief Executive Officer of GFI, says: "I believe GFI's leading technology and advanced global market position will enhance the services provided to customers of our combined business. More importantly, we look forward to working together as a separately branded division to continue providing market-leading intermediary services and trading technologies."

BGC is pleased that the board of GFI has acknowledged the compelling value of its $6.10 per share all-cash offer. By recommending that GFI stockholders tender their shares to BGC, GFI's directors have recognised that BGC's offer is the best way to maximi e shareholder value. BGC has now satisfied all conditions required to complete the proposed transaction, and is prepared to move quickly to close its fully-financed offer. BGC urges GFI stockholders to tender or keep their shares tendered to ensure that they receive the value to which they are entitled. BGC does not expect any further extensions.

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