JERSEY CITY, N.J. and
CHICAGO, June 26, 2013 /PRNewswire/ -- Knight Capital
Group, Inc. (NYSE Euronext: KCG) ("Knight") and GETCO Holding
Company, LLC ("GETCO") announced that at the special meetings held
yesterday, the companies' respective stockholders and unitholders
approved the adoption of the merger agreement dated as of
December 19, 2012 and amended and
restated as of April 15, 2013 among
KCG Holdings, Inc. ("KCG") (formerly known as Knight Holdco, Inc.),
Knight, GETCO, and the other parties thereto. In addition,
regulatory approvals required under the merger agreement were
received from the Financial Industry Regulatory Authority (FINRA)
and the UK's Financial Conduct Authority (FCA). The transaction,
which remains subject to customary closing conditions, is currently
scheduled to close on Monday, July 1,
2013.
"The combination of our two companies creates a securities firm
with unmatched scale and depth across asset classes, product types
and geographies," said Daniel
Coleman, CEO of GETCO and incoming CEO of KCG. "We look
forward to completing the merger shortly and delivering compelling
value to the stockholders and clients of the combined company."
Approximately 99.9 percent of the shares voting at Knight's
special meeting of stockholders voted in favor of the merger,
representing 90.5 percent of all outstanding shares of Knight Class
A Common Stock as of the May 6, 2013
record date. At the GETCO special meeting, the voting unitholders
of GETCO unanimously approved the merger, with 100 percent of all
voting units voted.
Upon the completion of the transaction, there will be no
material changes to Knight and GETCO's current client offerings or
services. KCG is committed to a thoughtful integration of
operations and plans to take a staged approach to combining various
business lines and services. As of July 2,
2013, the existing Knight and GETCO NYSE Designated Market
Maker Units will begin to integrate operations concurrent with the
launch of a new KCG corporate identity and website.
The deadline for Knight stockholders to submit a merger
consideration election under the merger agreement was 5:00 p.m. Eastern Time on June 25, 2013. Based on preliminary results
of the elections, an aggregate of approximately 269.7 million
Knight shares have elected to receive the cash consideration of
$3.75 per share and 6.7 million
Knight shares have elected to receive the stock consideration of
one third of a share of KCG common stock for each share of Knight
Class A common stock. These preliminary results exclude guaranteed
delivery shares. The cash portion of the consideration will be
subject to the pro-ration procedures described in the merger
agreement (including the waiver by Jefferies LLC of its right to
receive cash consideration with respect to up to 50% of its
shares), as a result of holders of more than 66.7% of the Knight
common stock electing to receive the cash consideration. Knight
stockholders who elected to receive all their merger consideration
in cash will receive a combination of cash consideration and stock
consideration. Knight stockholders who (i) elected to receive all
stock; (ii) failed to make a valid election; or (iii) were not
eligible to make an election, will receive stock only. Based on
these preliminary results, it is estimated that there will be
approximately 118.0 million shares of KCG common stock outstanding
immediately following the closing.
The exact allocation of the cash merger consideration will not
be known until final results of the election process are
determined, at the end of the guaranteed delivery period.
After the final results of the merger consideration election
process are determined following the expiration of the guaranteed
delivery period, the actual merger consideration and the cash and
stock allocation will be computed using the procedures contained in
the merger agreement. KCG expects to announce the final cash
/ stock election results on or about July 1,
2013.
After the close of the transaction, KCG common stock is expected
to trade under the ticker symbol "KCG" on the NYSE.
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.
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/A 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; GETCO Holding Company, LLC