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Knight Capital, GETCO Announce Approvals Of Merger

Knight Capital Group Inc. (KCG) and GETCO Holding Co. LLC said Wednesday that the companies' stockholders and unitholders approved the adoption of the merger agreement among KCG Holdings Inc., Knight, GETCO, and the other parties thereto.

In addition, regulatory approvals required under the merger agreement were received from the Financial Industry Regulatory Authority (FINRA) and the UK's Financial Conduct Authority (FCA).

The transaction, which remains subject to customary closing conditions, is scheduled to close on Monday, July 1.

"The combination of our two companies creates a securities firm with unmatched scale and depth across asset classes, product types and geographies," said Daniel Coleman, CEO of GETCO and incoming CEO of KCG.

The deadline for Knight stockholders to submit a merger consideration election under the merger agreement was on June 25, 2013. Based on preliminary results of the elections, an aggregate of about 269.7 million Knight shares have elected to receive the cash consideration of $3.75 per share and 6.7 million Knight shares have elected to receive the stock consideration of one third of a share of KCG common stock for each share of Knight Class A common stock.

These preliminary results exclude guaranteed delivery shares. The cash portion of the consideration will be subject to the pro-ration procedures described in the merger agreement (including the waiver by Jefferies LLC of its right to receive cash consideration with respect to up to 50% of its shares), as a result of holders of more than 66.7% of the Knight common stock electing to receive the cash consideration.

Knight stockholders who elected to receive all their merger consideration in cash will receive a combination of cash consideration and stock consideration.

The exact allocation of the cash merger consideration will not be known until final results of the election process are determined, at the end of the guaranteed delivery period.

After the final results of the merger consideration election process are determined following the expiration of the guaranteed delivery period, the actual merger consideration and the cash and stock allocation will be computed using the procedures contained in the merger agreement.

After the close of the transaction, KCG common stock is expected to trade under the ticker symbol "KCG" on the NYSE.

by RTT Staff Writer

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