GFI Group Responds To $5.25/shr Buyout Proposal From BGC Partners

(RTTNews) - GFI Group Inc. (GFIG), a provider of trading technologies and support services to the global OTC and listed markets, said that it has received an unsolicited proposal from BGC Partners Inc. (BGCP) to acquire all the shares of common stock of the Company for $5.25 per share in cash.

The board of directors of the Company has determined that the Proposal could reasonably be expected to lead to a "Superior Proposal" as defined in the existing merger agreement with CME Group Inc. (CME). That determination allows the Company to provide information to and conduct discussions and negotiations with BGC subject to the execution of a confidentiality agreement, but does not allow the Company to terminate its agreement with CME or enter into any other agreement with BGC.

GFI Group said that there can be no assurance that the Proposal will result in the consummation of a transaction that is superior to the pending transaction with CME or that the terms of any new transaction will be the same as those reflected in the Proposal.

The Company's board has not determined that the Proposal in fact constitutes a superior proposal under the existing merger agreement with CME and such Proposal is not at this stage sufficiently detailed or definitive for such a determination to be appropriate.

The Company's board has not changed its recommendation with respect to, and continues to support, the pending transaction with CME.

Last week, BGC Partners said it plans to commence a counter offer to acquire all of the outstanding shares of rival GFI Group for $5.25 per share in cash, in a transaction valued at about $675 million. BGC owns about 13.5 percent of GFI Group's common stock.

In late July, Futures exchange operator CME Group agreed to acquire Fenics and Trayport businesses of GFI Group. The deal was a two-step transaction. First, CME would acquire GFI Group for $580 million and assume $240 million in debt.

Then, a consortium of GFI Group management, led by current Executive Chairman Michael Gooch and CEO Colin Heffron, would acquire GFI Group's wholesale brokerage and clearing businesses for $165 million in cash and the assumption, at closing, of about $63 million of unvested deferred compensation and other liabilities.