BGC Partners and eSpeed Complete Merger, Creating a Leading Global Inter-Dealer Broker and Provider of Data and Electronic Marketplaces.Combined Company is Now Called "BGC BGC General Cable Corporation (stock symbol) BGC Billy Graham Center BGC Baptist General Conference (formerly Swedish Baptist Denomination) BGC Boys & Girls Club BGC Bubblegum Crisis Partners, Inc."; Will Now Trade as "BGCP BGCP Bear Growth Capital Partners (Bear Stearn's private equity fund) BGCP Burner Gas Cock Position " NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of & LONDON -- BGC Partners, a leading global full-service inter-dealer broker Inter-dealer Broker 1. A brokerage firm operating in the bond or OTC derivatives market that acts as an intermediary between major dealers to facilitate inter-dealer trades. 2. of financial instruments, and eSpeed, Inc., a leader in developing and deploying electronic marketplaces and related trading technology for the global capital markets, today announced that eSpeed and BGC Partners have completed their merger. The Combined Company is now named "BGC Partners, Inc." Key Facts About BGC Partners, Inc.: * The merger creates a company with a market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. of approximately $2.2 billion that will trade on the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on Global Select Market under the symbol "BGCP" as of the opening of market tomorrow.1 * The Combined Company had pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma 2007 annual revenue of approximately $1,117 million, which is an increase of 31 percent from approximately $855 million in 2006. * The Combined Company has approximately 1,200 brokers and over 2,000 employees in 14 cities globally. * The Combined Company's fully electronic and hybrid platform had notional volume of approximately $121 trillion in 2007, up 24% from approximately $98 trillion in 2006. * The corporate headquarters of BGC Partners, Inc. will be at 499 Park Avenue in New York, NY, while its international headquarters will remain at One Churchill Place One Churchill Place is a 156 m tall skyscraper with 32 floors, and the present (as of 2007) headquarters of Barclays Bank. in London, UK. "We believe that this combination will be immediately accretive to stockholders," said Howard W. Lutnick, Chairman and Co-Chief Executive Officer of BGC Partners, Inc. "We fully expect BGC Partners to generate further stockholder value as the Combined Company continues to grow revenues, expand profit margins, and build upon its position as a market innovator and leader." "We are extremely proud of the tremendous growth that BGC's partners and employees have achieved since its inception in October 2004," added Lee M. Amaitis, Co-Chief Executive Officer of BGC Partners, Inc. "We believe that the combination of approximately 1,200 world-class brokers, our unique partnership structure, employee ownership of almost one third of the Combined Company2, the innovative suite of information and analytics products from BGCantor Market Data, and eSpeed's industry-leading technology will enable us to realize our strategy of having superior product development and client service while giving brokerage customers the choice of voice or electronic execution." Issuance of New Shares Under the terms of the merger agreement, an aggregate of 133,860,000 shares of eSpeed's common stock and rights to acquire shares of eSpeed's common stock were issued. The Combined Company had a fully diluted share count of approximately 188 million shares upon the closing of the merger. About BGC Partners, Inc. BGC Partners, Inc. (Nasdaq: BGCP) is a leading global full-service inter-dealer broker, specializing in the trading of financial instruments and related derivatives products. BGC Partners provides integrated voice, hybrid, and fully electronic execution and other brokerage services to some of the world's largest and most credit worthy banks, broker-dealers, investment banks The following is a list of investment banks Financial conglomerates Large financial-services conglomerates combine commercial banking and investment banking, and sometimes insurance. and investment firms for a broad range of global financial products, including fixed income securities, foreign exchange, equity derivatives, credit derivatives, futures, structured products and other instruments. Through its eSpeed and BGCantor Market Data brands, BGC also offers financial technology solutions and market data and analytics related to selected financial instruments and markets. Named after fixed income trading innovator B. Gerald Cantor B. Gerald Cantor ( January 17 1916– July 17 1996 ) was the founder and chairman of securities firm Cantor Fitzgerald and an important philanthropist supporting the visual arts institutions in the United States. , BGC Partners has offices in New York and London, as well as in Beijing (representative office), Chicago, Copenhagen, Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. , Istanbul, Mexico City Mexico City Spanish Ciudad de México City (pop., 2000: city, 8,605,239; 2003 metro. area est., 18,660,000), capital of Mexico. Located at an elevation of 7,350 ft (2,240 m), it is officially coterminous with the Federal District, which occupies 571 sq mi , Nyon, Paris, Seoul, Singapore, Sydney, Tokyo and Toronto. To learn more, please visit www.bgcpartners.com. Discussion of Forward-Looking Statements The information in this release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as "may," "will," "should," "estimates," "predicts," "potential," "continue," "strategy," "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. The actual results of BGC Partners, Inc. ("we," "our" or "the Combined Company") and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy for the Combined Company include, but are not limited to, our relationship with Cantor and its affiliates and any related conflicts of interests, competition for and retention of brokers and other managers and key employees, pricing and commissions and market position with respect to any of our products, and that of our competitors, the effect of industry concentration and consolidation, and market conditions, including trading volume Trading volume The number of shares transacted every day. As there is a seller for every buyer, one can think of the trading volume as half of the number of shares transacted. That is, if A sells 100 shares to B, the volume is 100 shares. and volatility, as well as economic or geopolitical ge·o·pol·i·tics n. (used with a sing. verb) 1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation. 2. a. conditions or uncertainties. Results may also be impacted by the extensive regulation of our businesses and risks relating to compliance matters, as well as factors related to specific transactions or series of transactions, including credit, performance and unmatched principal risk as well as counterparty failure. Factors may also include the costs and expenses of developing, maintaining and protecting intellectual property, including judgments or settlements paid or received in connection with intellectual property or employment or other litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. and their related costs, and certain financial risks, including the possibility of future losses and negative cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses , risks of obtaining financing and risks of the resulting leverage, as well as interest and currency rate fluctuations. Discrepancies may also result from such factors as the ability to enter new markets or develop new products, trading desks, marketplaces or services and to induce customers to use these products, trading desks, marketplaces or services, to secure and maintain market share, to enter into marketing and strategic alliances, and other transactions, including acquisitions, dispositions, reorganizations, partnering opportunities, and joint ventures, and the integration of any completed transactions, to hire new personnel, to expand the use of technology for screen-assisted, voice-assisted and fully electronic trading and to effectively manage any growth that may be achieved. Results are also subject to risks relating to the merger and separation of the BGC businesses and the relationship between the various entities, financial reporting, accounting and internal control factors, including identification of any material weaknesses in our internal controls, our ability to prepare historical and pro forma financial statements Pro forma financial statements A firm's financial statements as adjusted to reflect a projected or planned transaction. "What-if" analysis. and reports in a timely manner, and other factors, including those that are discussed under "Risk Factors" in eSpeed's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2007, which was filed with the SEC on March 17, 2008, and in the definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. filed with the SEC on February 11, 2008. We believe that all forward-looking statements are based upon reasonable assumptions when made. However, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that accordingly you should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update these statements in light of subsequent events or developments. 1 Based on final closing price of eSpeed, Inc. (NASDAQ: ESPD ESPD Enfants En Situation Particulièrement Difficile (French) ESPD Engine Shutdown Protective Device ) of $11.75 a share on April 1, 2008 as well as the Combined Company's projected fully diluted share count of approximately 188 million as of the close of the merger and as noted in eSpeed's 4Q2007 earnings release dated February 27, 2008. 2 Please see the "Ownership Structure" sub section beginning on page 259 of eSpeed's definitive merger proxy filed with SEC and dated February 11, 2008 for a detailed discussion of employee and partner ownership. |
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