BGC Partners Inc. (NASDAQ: BGCP) has just announced that it has delivered a proposal to GFI Group Inc. (NYSE: GFIG) that increases its fully financed, all-cash tender offer–to acquire all of the outstanding shares of GFI–to $5.60 per share.
BGC has been locked in a battle with CME Group Inc. (NASDAQ: CME) over the acquisition of GFI since July 2014 which has forced both sides to continually raise the stakes. Only on Friday did BGC ask GFI shareholders to reject CME’s offer and agree to its own hostile takeover attempt. Prior to its proposed revision, BGC’s offer price was already $5.45 per share, but it is still aggressively pushing a new bid.
BGC’s new proposed revision to its cash offer of $5.60 per share represents a premium of $0.35, or approximately 7%, over the $5.25 per share stock and cash transaction announced by CME and GFI on December 2, 2014. It also represents a premium of more than 80% over the price of GFI shares on July 29, 2014, the last day prior to the announcement of the original CME transaction.
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Howard Lutnick, chairman and CEO of BGC, said: “Each of our offers has obviously been superior to those of CME and GFI management. It defies all logic that the GFI special committee and board have refused, up until now, to exercise their fiduciary duties and determine that our offer is superior to the proposed CME-GFI Management transaction. The special committee of GFI must act in the best interest of all GFI shareholders and determine that our bid is superior.
“In addition, we continue to remind GFI shareholders to vote against the proposed $5.25 CME-GFI Management transaction at the January 27, 2015 special meeting of shareholders and also urge them to tender their shares into our clearly superior offer. We are prepared to move quickly to complete our fully-financed tender offer and deliver the value to which GFI shareholders are entitled.”
A copy of the offer agreement has been filed with the Securities and Exchange Commission (SEC). BGC has also filed a preliminary proxy statement with the SEC “in order to solicit votes against the inferior CME transaction” at the January 27 GFI special meeting. The expiration date for the tender offer is also 5:00 PM New York City time on January 27. That will likely be a very exciting shareholding meeting to attend.