November 7, 2014 (Update) - On October 22, 2104, GFI Group Inc. confirmed that BGC Partners, Inc. (NASDAQ: BGCP) has commenced its previously announced unsolicited tender offer to acquire up to 100% of the outstanding shares of common stock of the Company for $5.25 per share in cash, subject to the various conditions stated in BGC's filings made with the Securities and Exchange Commission (the SEC ) on October 22, 2014. Then on November 4, 2014, GFI Group Inc. (NYSE: GFIG) announced that its board of directors (other than Messrs. Gooch and Heffron, both of whom abstained) determined to reject the unsolicited tender offer from BGC Partners, Inc. (NASDAQ: BGCP) to acquire all of the outstanding shares of common stock of the Company for $5.25 per share in cash.
September 2, 2014 (Shareholders Foundation) - An investor, who currently holds shares of GFI Group Inc. (NYSE:GFIG), filed a lawsuit in effort to halt the proposed takeover of GFI Group Inc. by CME Group for $4.55 per share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:GFIG stockholders by agreeing to sell GFI Group Inc. too cheaply via an unfair process to CME Group

On July 30, 2014, CME Group and GFI Group Inc. announced CME Group will acquire all of the outstanding shares of GFI Group in exchange for $4.55 per share in CME Group Class A Common Stock.

However, the plaintiff claims that the offer is unfair to NYSE:GFIG stockholders and undervalues GFI Group Inc. Indeed, NYSE:GFIG shares rose in the open market to as high as $4.62 per share on August 6, 2014. The plaintiff says that given a 52-week closing price high of $4.53 the offer represents almost no premium at all. In addition, the plaintiff says that one analyst has set the price target for NYSE:GFIG shares at $5.00 and another analyst recently cited a $7.20 per GFIG share price target.

In addition, the plaintiff alleges that the process is also unfair to NYSE:GFIG stockholders. The plaintiff says that the board of directors of GFI Group Inc breached its fiduciary duties by agreeing to unreasonable deal protection devices, such as a non-solicitation, an information rights, an unreasonably high $20.1 million termination fee, and unreasonable up to $10 million expense reimbursements provision, that unfairly favor CME Group and discourage other potential bidders from submitting a superior offer for GFI Group Inc.

The plaintiff also claims that the proposed transaction has also been all but locked-up as a result of a support agreement. Indeed, Jersey Partners Inc., GFI Group's largest stockholder, and certain the members of the GFI Group management consortium and their respective affiliates have already agreed to vote all of their GFI Group shares in favor of the transaction at the GFI Group stockholder meeting to approve the transaction.

On September 2, 2014, NYSE:GFIG shares closed at $4.49 per share.