JERSEY CITY, N.J. and
CHICAGO, May 28, 2013 /PRNewswire/ -- Knight Capital
Group, Inc. (NYSE Euronext: KCG) ("Knight") and GETCO Holding
Company, LLC ("GETCO") announced today that KCG Holdings, Inc.
("KCG"), the new holding company that will be the parent company of
Knight and GETCO after the close of the pending merger between
Knight and GETCO, has received notice that the registration
statement on Form S-4 related to the merger has been declared
effective by the Securities and Exchange Commission. Additionally,
special meetings for Knight stockholders and GETCO voting
unitholders to consider and vote on matters relating to the
proposed merger between the two companies have both been scheduled
for Tuesday, June 25, 2013. The Joint
Proxy Statement / Prospectus relating to the merger will be mailed
to Knight stockholders and GETCO Class A, B and P unitholders on or
about May 28, 2013.
Knight stockholders are invited to attend its special meeting of
shareholders to be held at 1:00 p.m. Eastern
Time (ET) on Tuesday, June 25,
2013 at Knight's corporate headquarters located at 545
Washington Boulevard in Jersey City,
NJ.
GETCO voting unitholders are invited to attend its special
meeting at 1:00 p.m. Eastern Time
(ET) on Tuesday, June 25, 2013 at
GETCO's New York office located at
165 Broadway in New York, NY.
Completion of the transaction is subject to Knight stockholder
and GETCO unitholder approval, listing of the shares on the New
York Stock Exchange, additional regulatory approvals, and the
satisfaction of other customary closing conditions.
After the close of the transaction, KCG common stock is expected
to trade under the ticker symbol "KCG" on the New York Stock
Exchange.
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, 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"), KCG Holdings, Inc. ("KCG") filed with the SEC
a 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. The S-4 has
been declared effective and the Joint Proxy
Statement/Prospectus will be mailed to shareholders of Knight
and GETCO Class A, B and P unitholders on or about May 28, 2013. 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: (i) the
pending strategic business combination of Knight and GETCO; (ii)
the August 1, 2012 technology issue
at Knight that resulted in Knight's broker-dealer subsidiary
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; (iii) Knight's sale of its
institutional fixed income sales and trading business; (iv)
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; (v) changes in market structure, legislative,
regulatory or financial reporting rules; (vi) past or future
changes to organizational structure and management; and (vii) 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 Knight's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, 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