Knight Capital Group And GETCO Holding Company Agree To Merge

        Knight Capital Group And GETCO Holding Company Agree To Merge

Cash and Stock Transaction Values Knight at Approximately $1.4 Billion;
Provides Knight Shareholders with the Opportunity to Receive Cash and
Participate in the Future Success of the Combined Company

Transaction Creates Well-Capitalized, Global Financial Services Firm Providing
Market Making and Agency Brokerage for Clients Worldwide

Combined Firm Will Be Publicly Traded

PR Newswire

JERSEY CITY, N.J. and CHICAGO, Dec. 19, 2012

JERSEY CITY, N.J. and CHICAGO, Dec. 19, 2012 /PRNewswire/ --Knight Capital
Group, Inc. (NYSE: KCG, "Knight") and GETCO Holding Company, LLC ("GETCO")
today announced they have entered into an agreement for a strategic business
combination whereby GETCO and Knight will be combined under a new publicly
traded holding company.

The combined firm will create a true industry leader as an independent
market-maker and agency broker across geographies, market structures and asset
classes.The resulting company will benefit from Knight's deep customer
franchise and GETCO's leading edge technology platform, resulting in a company
extremely well positioned to serve customers across multiple products

Under the agreement, existing Knight shareholders (other than GETCO) will have
the right to elect to receive $3.75 per share in cash or one share of common
stock of the new holding company. The cash consideration will be subject to
pro-ration if the holders elect to receive more than $720 million in cash in
the aggregate. Jefferies & Company, Inc. and its affiliates, the largest
shareholders in Knight, have agreed to limit their cash election to 50 percent
of their Knight shares to the extent it is necessary to ensure that other
Knight shareholders can receive their desired cash level up to the 720 million
dollar aggregate amount. GETCO members will receive 233 million shares of the
new holding company and the 57 million shares of Knight currently owned by
GETCO will be retired. GETCO members will receive warrants in the new holding
company as follows: 25 million warrants with a $4.00 exercise price and a
four-year term; 25 million warrants at a $4.50 exercise price and a five-year
term; and 25 million warrants at a $5.00 exercise price and a six-year
term.Based on the tangible net worth of GETCO and Knight as of September 30,
2012, pro forma tangible book value of the combined company would be
approximately $3.75 per share.

"After a thorough evaluation, the Knight Board of Directors unanimously
concluded that a merger between Knight and GETCO provides the best possible
value creation opportunity for Knight's shareholders," said Thomas M. Joyce,
Knight's Chairman and Chief Executive Officer."The transaction provides
near-term certainty in the form of cash, while also allowing shareholders to
benefit from participation in the future success of the firm. Broker-dealers
and institutions will continue to experience the same industry-leading
execution quality and client service they've come to expect from Knight, with
the additional liquidity-enhancing capabilities of GETCO's renowned

"The combination of Knight and GETCO will create a powerful, dynamic firm with
an unmatched ability to deliver results for clients," said Daniel Coleman,
GETCO's Chief Executive Officer. "Market participants will benefit from
industry-leading services, and our larger capital base will provide strong
support for existing operations, as well as an attractive currency for growth.
We are looking forward to bringing the talented employees of both companies
together and beginning to realize the full potential of the combined

Mr. Coleman will become the Chief Executive Officer of the combined firm,
while Mr. Joyce will serve as Executive Chairman of the Board of Directors.
Steven Bisgay, Knight's Chief Financial Officer, will continue in that role
for the combined company. The Board of Directors of the combined company will
have nine members including Mr. Coleman and four other GETCO designees, and
Mr. Joyce and three other Knight designees. The transaction is expected to be
completed in the second quarter of 2013, subject to shareholder and customary
regulatory approvals.

"General Atlantic is excited to support the merger of GETCO and Knight. We
look forward to working with the combined company's board and management to
build the world's leading electronic market making and institutional brokerage
firm," said Bill Ford, Chief Executive Officer of General Atlantic, a growth
investment firm that owns 25 percent of GETCO and has extensive experience as
an active investor in market structure firms globally.

The $1.4 billion purchase price represents a 51 percent premium to Knight's
closing share price on November 23, 2012. The amount also equates to a 15
percent premium to Knight's tangible book value, as of September 30, 2012.

GETCO has obtained commitments from affiliates of Jefferies for the financing
necessary to complete the transaction, including refinancing all existing
Knight and GETCO debt.General Atlantic will make an additional $55 million
equity investment, which will bring their total investment in the new company
to over $400 million.

Sandler O'Neill & Partners, L.P. is serving as the financial advisor and
Wachtell, Lipton, Rosen & Katz is providing legal advice to Knight.Jefferies
& Company, Inc. is serving as the financial advisor and Sullivan & Cromwell
LLP is providing legal advice to GETCO. Bank of America Merrill Lynch provided
a fairness opinion to the board of directors of GETCO.

About Knight

Knight Capital Group (NYSE: KCG) is a global financial services firm that
provides access to capital markets across multiple asset classes to a broad
network of clients, including broker-dealers, institutions and
corporations.Knight is headquartered in Jersey City, New Jersey, with a
global presence across the Americas, Europe, and the Asia Pacific regions. For
further information about Knight, please visit


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, Singapore and Hong Kong.The firm's primary business involves
both buying and selling securities to provided 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


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, GETCO and the
new holding company ("Newco") intend to file relevant materials with the SEC,
including a Registration Statement on Form S-4 filed by Newco, that will
contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
including the joint proxy statement/prospectus, and other relevant materials
(when they become available), and any other documents filed by GETCO, Newco or
Knight with the SEC, may be obtained free of charge at the SEC's web site at 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, or by accessing Knight's website at under the
heading "Investor Relations" and then under "SEC Filings."

This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.


GETCO, Knight and Newco 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
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Form S-4 and the joint proxy
statement/prospectus that Newco will file with the SEC, when it becomes

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 the Company's Annual Report on
Form 10-K for the year-ended December 31, 2011 and in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2012, and in other
reports or documents Knight or Newco files with, or furnishes to, the SEC from
time to time.

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 shareholders, 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

Contact: Sophie Sohn, Head of Communications, GETCO LLC, +1-312-931-2299,, Kara Fitzsimmons, Managing Director, Media Relations,
Knight Capital Group, Inc., +1-201-356-1523, or
Jonathan Mairs, Managing Director, Corporate Communications & Investor
Relations, Knight Capital Group, Inc., +1- 201-356-1529,
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