Knight Capital Group Inc And GETCO Holding Company, LLC Announces Amendment To Merger Agreement

Monday, 15 Apr 2013 06:42am EDT 

Knight Capital Group Inc and GETCO Holding Company, LLC announced that Knight Holdco, Inc. (KCG), the new public holding company that will be the parent company of Knight and GETCO after the close of the transaction, filed an amendment to previously filed Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC), which includes, among other items, a description of amendments made by the parties to the merger agreement, dated December 19, 2012, to adjust the exchange ratios by which Knight Class A Common Stock and GETCO units will be exchanged for KCG common stock. Under the amended and restated merger agreement, dated April 15, 2013, Knight stockholders will have the right to elect to receive $3.75 per share in cash for each share of Knight Class A Common Stock or one-third of a share of KCG common stock. The cash portion of the consideration for Knight stockholders remains subject to pro-ration if the holders of more than 66.7% of the Knight common stock eligible for election in the transaction properly elect to receive the cash consideration for their Knight shares. GETCO Class A, Class B and Class P unitholders, under the revised terms, are expected to receive, in the aggregate, approximately 76.7 million shares of KCG common stock and 24.4 million warrants to acquire additional common stock. 

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