UPDATE: GFI Issues Response to Unsolicited Bid from BGC, Sees Offer as Reasonably Leading to Superior Proposal, Continues to support Deal with CME

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GFI Group Inc. (the "Company")
GFIG
, a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, has received an unsolicited proposal from BGC Partners, Inc. ("BGC") to acquire all the shares of common stock of the Company for $5.25 per share in cash (the "Proposal"). The board of directors of the Company (with Mr. Gooch abstaining and Mr. Heffron not present), upon the recommendation of its special committee, has determined in good faith, after consultation with outside legal counsel and independent financial advisors, that the Proposal could reasonably be expected to lead to a "Superior Proposal" as defined in the existing merger agreement with CME Group Inc. ("CME")
CME
. That determination allows the Company to provide information to and conduct discussions and negotiations with BGC subject to the execution of a confidentiality agreement, but does not allow the Company to terminate its agreement with CME or enter into any other agreement with BGC. There can be no assurance that the Proposal will result in the consummation of a transaction that is superior to the pending transaction with CME or that the terms of any new transaction will be the same as those reflected in the Proposal. The Company's board of directors has not determined that the Proposal in fact constitutes a superior proposal under the existing merger agreement with CME and such Proposal is not at this stage sufficiently detailed or definitive for such a determination to be appropriate. The Company's board of directors has not changed its recommendation with respect to, and continues to support, the pending transaction with CME. Subject to applicable laws and regulations, the Company's board of directors undertakes no obligation to provide updates or make further statements regarding the Proposal, any revised proposals that may be received from BGC or the status of discussions with BGC.
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