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Knight Capital Group And GETCO Announce Filing Of Amended S-4 Registration Statement And Amendment To Merger Agreement

Stocks in this article: KCG

JERSEY CITY, N.J. and CHICAGO, April 15, 2013 /PRNewswire/ -- Knight Capital Group, Inc. (NYSE Euronext: KCG) ("Knight") and GETCO Holding Company, LLC ("GETCO") announced today that Knight Holdco, Inc. ("KCG"), the new public holding company that will be the parent company of Knight and GETCO after the close of the transaction, filed an amendment to its previously filed Registration Statement on Form S-4 with the Securities and Exchange Commission ("SEC"), which includes, among other items, a description of amendments made by the parties to the merger agreement, dated December 19, 2012, to adjust the exchange ratios by which Knight Class A Common Stock and GETCO units will be exchanged for KCG common stock.

Under the amended and restated merger agreement, dated April 15, 2013, Knight stockholders will have the right to elect to receive $3.75 per share in cash for each share of Knight Class A Common Stock or one-third of a share of KCG common stock. The cash portion of the consideration for Knight stockholders remains subject to pro-ration if the holders of more than 66.7 percent of the Knight common stock eligible for election in the transaction properly elect to receive the cash consideration for their Knight shares. GETCO Class A, Class B and Class P unitholders, under the revised terms, are expected to receive, in the aggregate, approximately 76.7 million shares of KCG common stock and 24.4 million warrants to acquire additional common stock.

The adjustment to the exchange ratio does not affect the value of the aggregate consideration paid either to Knight stockholders or GETCO unitholders. These adjustments are designed to ensure that the trading price of KCG common stock at closing is above the NYSE's minimum stock price listing requirement, which is $4.00 per share.

The amended Registration Statement is available at www.sec.gov (under "Knight Holdco, Inc.") as well as www.knight.com/investorrelations/secfiling.asp.

Once declared effective by the SEC, the final Joint Proxy Statement of Knight and GETCO and a Prospectus relating to the stock of KCG to be issued in the transaction will be distributed to Knight stockholders and GETCO unitholders in advance of each company's special meeting to approve the transaction.

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