JERSEY CITY, N.J. and
CHICAGO, April 15, 2013 /PRNewswire/ -- Knight
Capital Group, Inc. (NYSE Euronext: KCG) ("Knight") and GETCO
Holding Company, LLC ("GETCO") announced today that Knight Holdco,
Inc. ("KCG"), the new public holding company that will be the
parent company of Knight and GETCO after the close of the
transaction, filed an amendment to its previously filed
Registration Statement on Form S-4 with the Securities and Exchange
Commission ("SEC"), which includes, among other items, a
description of amendments made by the parties to the merger
agreement, dated December 19, 2012,
to adjust the exchange ratios by which Knight Class A Common Stock
and GETCO units will be exchanged for KCG common stock.
Under the amended and restated merger agreement, dated
April 15, 2013, Knight stockholders
will have the right to elect to receive $3.75 per share in cash for each share of Knight
Class A Common Stock or one-third of a share of KCG common stock.
The cash portion of the consideration for Knight stockholders
remains subject to pro-ration if the holders of more than 66.7
percent of the Knight common stock eligible for election in the
transaction properly elect to receive the cash consideration for
their Knight shares. GETCO Class A, Class B and Class P
unitholders, under the revised terms, are expected to receive, in
the aggregate, approximately 76.7 million shares of KCG common
stock and 24.4 million warrants to acquire additional common
stock.
The adjustment to the exchange ratio does not affect the value
of the aggregate consideration paid either to Knight stockholders
or GETCO unitholders. These adjustments are designed to ensure that
the trading price of KCG common stock at closing is above the
NYSE's minimum stock price listing requirement, which is
$4.00 per share.
The amended Registration Statement is available at www.sec.gov
(under "Knight Holdco, Inc.") as well as
www.knight.com/investorrelations/secfiling.asp.
Once declared effective by the SEC, the final Joint Proxy
Statement of Knight and GETCO and a Prospectus relating to the
stock of KCG to be issued in the transaction will be distributed to
Knight stockholders and GETCO unitholders in advance of each
company's special meeting to approve the transaction.
About Knight
Knight Capital Group (NYSE Euronext: KCG)
is a global financial services firm that provides access to the
capital markets across multiple asset classes to a broad network of
clients, including broker-dealers, institutions and corporations.
Knight is headquartered in Jersey City,
N.J. with a global presence across the Americas,
Europe, and the Asia Pacific regions. For further information
about Knight, please visit www.knight.com.
About GETCO
GETCO is one of the world's largest
independent market makers. Founded in 1999, GETCO employs over 400
Associates located in Chicago,
New York, Palo Alto, London, and Singapore. The firm's primary business
involves both buying and selling securities to provide two-sided
markets on exchanges around the world. The liquidity GETCO supplies
allows investors to immediately transfer securities positions while
saving money on trading costs. More information is available at
www.GETCOllc.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This
communication is not a solicitation of a proxy from any stockholder
of Knight or GETCO. In connection with the agreement and plan of
merger among Knight, GETCO and GA-GTCO, LLC (the "Merger
Agreement"), Knight Holdco, Inc. ("KCG") filed with the SEC, on
April 12, 2013, Amendment No. 1 to
its Registration Statement on Form S-4, that includes a
preliminary Joint Proxy Statement of Knight and GETCO and a
preliminary Prospectus of KCG (together with the Joint Proxy
Statement, as amended, the "Joint Proxy Statement/Prospectus"), as
well as other relevant documents concerning the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT KNIGHT, GETCO, KCG AND THE PROPOSED TRANSACTION.
The Form S-4, including the Joint Proxy Statement / Prospectus, and
other relevant materials (when they become available), and any
other documents filed by GETCO, KCG or Knight with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by directing a written request to
"Investor Relations," Knight Capital Group, 545 Washington
Boulevard, Jersey City, NJ 07310
in the case of Knight, or by accessing Knight's website at
www.knight.com under the heading "Investor Relations" and then
under "SEC Filings."
PARTICIPANTS IN THE SOLICITATION
GETCO, Knight and KCG
and their respective executive officers and directors may be deemed
to be participants in the solicitation of proxies from the security
holders of Knight in connection with the proposed transaction.
Information about Knight's directors and executive officers is
available in Knight's definitive proxy statement, dated
April 3, 2012, for its 2012 annual
meeting of stockholders. Other information regarding the
participants and other persons who may be deemed participants and
description of their direct and indirect interests, by security
holdings or otherwise, are contained in the Joint Proxy
Statement/Prospectus.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the Merger.
Certain statements contained herein may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue,"
"positions," "prospects" or "potential," by future conditional
verbs such as "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. These
"forward-looking statements" are not historical facts and are based
on current expectations, estimates and projections about the
parties' industry, management beliefs and certain assumptions made
by management, many of which, by their nature, are inherently
uncertain and beyond our control. Accordingly, readers are
cautioned that any such forward-looking statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict
including, without limitation, risks associated with the
August 1, 2012 technology issue at
Knight that resulted in Knight sending numerous erroneous orders in
NYSE-listed and NYSE Arca securities into the market and the impact
to Knight's capital structure and business as well as actions taken
in response thereto and consequences thereof, risks associated with
Knight's ability to recover all or a portion of the damages that
are attributable to the manner in which NASDAQ OMX handled the
Facebook IPO, risks associated with changes in market structure,
legislative, regulatory or financial reporting rules, risks
associated with past or future changes to organizational structure
and management and the costs, integration, performance and
operation of businesses previously acquired or developed
organically, or that may be acquired or developed organically in
the future. Readers should carefully review the risks and
uncertainties disclosed in Knight's reports with the SEC,
including, without limitation, those detailed under "Certain
Factors Affecting Results of Operations" and "Risk Factors" in
Knight's Annual Report on Form 10-K for the year-ended December 31, 2012, and in other reports or
documents Knight or KCG files with, or furnishes to, the SEC from
time to time and those detailed in the Joint Proxy Statement /
Prospectus under the heading "Cautionary Statement Regarding
Forward Looking Information" and "Risk Factors", among
others.
In addition to factors previously disclosed in Knight's
reports filed with the SEC and those identified elsewhere in this
filing, the following factors among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: ability to obtain regulatory approvals and
meet other closing conditions to the mergers, including approval by
Knight and GETCO stockholders, on the expected terms and schedule;
delay in closing the mergers; difficulties and delays in
integrating the Knight and GETCO businesses or fully realizing cost
savings and other benefits; business disruption following the
mergers; the inability to sustain revenue and earnings growth;
customer and client actions; and the inability to realize cost
savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and
divestitures.
SOURCE Knight Capital Group, Inc.; GETCO Holding Company,
LLC