AGREEMENT AND PLAN OF MERGER by and among GETCO HOLDING COMPANY, LLC GA-GTCO, LLC and KNIGHT CAPITAL GROUP, INC. DATED AS OF DECEMBER 19, 2012Merger Agreement • December 21st, 2012 • GETCO Holding Company, LLC • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2012 (this “Agreement”), by and among GETCO Holding Company, LLC, a Delaware limited liability company (“GETCO”), GA-GTCO, LLC, a Delaware limited liability company (“Blocker”) and Knight Capital Group, Inc., a Delaware corporation (“Knight”).
December 19, 2012Agreement Re Cash/Stock Election • December 21st, 2012 • GETCO Holding Company, LLC • Security brokers, dealers & flotation companies • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 19, 2012, among GETCO Holding Company, LLC (“GETCO”), Knight Capital Group, Inc. (“Knight”) and GA-GTCO, LLC. The Merger Agreement contemplates a business combination of GETCO and Knight through the consummation of certain mergers and related transactions (as contemplated by the Merger Agreement, the “Transaction”). The Merger Agreement provides that the former holders of Knight common stock will be permitted to elect to receive their merger consideration, upon the closing of the Transaction, in the form of cash, common stock of a newly formed public company or a combination of the two, in accordance with the terms set forth in Section 2.3 of the Merger Agreement.
