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GETCO offers to acquire Knight Capital for $3.50 per share

GETCO Holding Company submitted a proposal for a business combination between GETCO and Knight Capital Group (KCG). The proposed merger values Knight’s common shares at a price of $3.50 per share. The merger would be accomplished through a two-step process with the first step being a Knight holding company reorganization / GETCO merger with GETCO shareholders receiving approximately 242M newly issued shares of Knight and warrants to purchase Knight common stock. As a result, 57M shares of Knight currently owned by GETCO would be retired. The second step would be an issuer tender offer for up to 154M shares of Knight at a cash price of $3.50 per share. The tender offer would launch before the closing of the merger and would be contingent upon, and close immediately after, the merger closing. GETCO said the optionality embedded in the tender structure means that to the extent some Knight shareholders decide to keep more than 50% of their shares. GETCO said it has lined up $950M of fully-committed financing from a large financial institution. Daniel Coleman, CEO of GETCO, would be the chief executive officer and a board member of the combined company and Tom Joyce will be non-executive chairman of the board. In addition, the board will include four directors nominated by former GETCO shareholders and three directors currently serving on the Knight board of directors. GETCO said it could enter into an agreement by no later than December 3, 2012.