Brokerage company BGC Partners has extended the expiration date of its tender offer to acquire all of the outstanding shares of GFI Group Inc it does not currently own for USD5.25 per share in cash.
The tender offer is now scheduled to expire at 17:00 New York City time on 9 December, 2014, unless extended. The tender offer was previously scheduled to expire at 12:00, midnight New York City Time, at the end of the day on 19 November, 2014. As of midnight on 19 November, 2014, approximately 23.2 million shares were tendered pursuant to the offer. The 23.2 million tendered shares, together with the 17.1 million shares of GFI common stock already owned by BGC, represent approximately 31.7% of GFI's outstanding shares.
Howard W Lutnick, Chairman and Chief Executive Officer of BGC, says: "We are extending our offer to enable all shareholders to carefully consider our superior offer. We remain committed to this transaction and urge all shareholders to tender their shares in order to receive the value to which they are entitled."
BGC remains actively engaged with the advisors of the independent board members of GFI (the Special Committee), who constitute a majority of GFI's board. While these discussions are not yet complete, they suggest that the Special Committee would be willing, under certain conditions, to recommend that GFI's stockholders accept BGC's tender offer, resign, and take actions necessary so that BGC will have control of two-thirds of GFI's board.
BGC believes these are positive developments toward satisfying the remaining conditions to permit BGC to close its tender offer.
BGC's subsidiary BGC Partners, LP, has resolved matters with the Financial Conduct Authority (FCA) and received approval from the FCA to acquire control of GFI and thereby take control of the UK regulated firms within GFI Group. BGC previously received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Act. BGC is actively engaged in obtaining any remaining necessary regulatory approvals, and does not expect additional regulatory or financial barriers to acquiring a majority of GFI's outstanding shares. BGC has also secured committed financing from Morgan Stanley Senior Funding, Inc. and the offer has no financing condition.
On 22 October, 2014, BGC commenced a tender offer to acquire all of the outstanding common shares of GFI Group for USD5.25 per share in cash. This offer represents a premium of more than 15% to the USD4.55 per share all-stock transaction announced by CME Group Inc. (NASDAQ: CME) and GFI Group on 30 July, 2014 and a premium of more than 68% to the price of GFI Group shares on 29 July, 2014, the last day prior to the announcement of the CME transaction.