TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Dated as of February 19, 2015Tender Offer Agreement • February 25th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“BGCP”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of BGCP (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). BGCP, Purchaser and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.1.
BGC PARTNERS AND GFI GROUP REACH AGREEMENT GFI BOARD SUPPORTS BGC’S $6.10 PER SHARE TENDER OFFER GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC BGC to Appoint 6 out of 8 Directors on Expanded GFI Board Stockholders Representing...And Gfi Group Reach Agreement • February 25th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services
NEW YORK, NY — February 20, 2015 — BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC”), a leading global brokerage company servicing the financial and real estate markets, and GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, today announced that they 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 $6.10 per share in cash.
