Knight Capital, GETCO Report Approvals of Merger
Knight Capital Group, Inc. (NYSE: 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.
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