PR Newswire/Les Echos/
Knight And GETCO Receive Early Termination Of HSR Waiting Period For Pending
JERSEY CITY, N.J. and CHICAGO, Feb. 6, 2013 -- Knight Capital Group, Inc.
(NYSE: KCG, "Knight") and GETCO Holding Company, LLC ("GETCO") today announced
that the Premerger Notification Office of the Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott- Rodino (HSR) Act
for the pending merger. Accordingly, the HSR Act condition to the closing of
the transaction has been satisfied.
As previously announced, Knight and GETCO entered into an agreement for a
strategic business combination whereby GETCO and Knight will be combined under
a new publicly traded holding company. The transaction is expected to be
completed in the second quarter of 2013, subject to Knight shareholder and
GETCO unitholder approval, registration of the shares to be issued in the
mergers with the Securities and Exchange Commission, listing of the shares on
the New York Stock Exchange, additional regulatory approvals, and the
satisfaction of other customary closing conditions.
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 www.knight.com.
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 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"), 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
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, NEWCO 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, Newco 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, or by accessing Knight's website at www.knight.com 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.
PARTICIPANTS IN THE SOLICITATION
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
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 available.
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 Knight's Annual Report on Form 10-K for the
year-ended December 31, 2011 and in Knight's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2012, and in other reports or documents Knight
or the new Knight/GETCO holding company 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 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
CONTACT: Jonathan Mairs, Managing Director, Knight Capital Group, Inc.,
+1-201-356-1529, firstname.lastname@example.org; Sophie Sohn, Head of Communications,
GETCO LLC, +1-312-931-2299, email@example.com
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-0- Feb/06/2013 14:51 GMT
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