2. CME MERGER AND UNSOLICITED TENDER OFFER BY BGC On July 30, 2014, the Company entered into an Agreement and Plan of Merger (the  CME Merger Agreement ) with CME Group Inc. ( CME ) whereby the Company agreed to merge with and into a wholly owned subsidiary of CME (the  CME Merger ). At the effective time of the CME Merger, each share of GFI common stock issued and outstanding immediately prior to the effective time will be converted into the right to receive a fraction of a share (the  Exchange Ratio ) of CME Class A common stock ( CME Class A Common Stock ). The Exchange Ratio is a fraction, the numerator of which equals $4.55 and the denominator of which equals the average closing sales price of CME Class A Common Stock as reported on the NASDAQ Global Select Market for the ten trading days ending upon and including the trading day immediately before the closing date of the CME Merger. Concurrently with the CME Merger, pursuant to an agreement and plan of merger entered into on July 30, 2014, JPI will merge with and into a wholly owned subsidiary of CME and immediately following the CME Merger, pursuant to a purchase agreement entered into on July 30, 2014, a private consortium of current GFI management will acquire GFI s wholesale brokerage and clearing businesses for $165,000 in cash and the assumption, at closing, of approximately $63,000 of unvested deferred compensation and other obligations. These transactions, which are expected to close during the first quarter of 2015, are subject to approval by GFI shareholders, including the affirmative vote of a majority of the disinterested GFI shareholders, as well as customary regulatory review and approvals. Upon the closing of the transactions, GFI s wholesale brokerage business, including the Kyte Group, is expected to continue as a privately owned company. On September 8, 2014, Shaun D. Lynn, President of BGC Partners, Inc., a Delaware corporation ( BGC ) , sent a letter to the Company s board of directors (the  Board ) notifying the Board of BGC s plan to c