Virtu Financial, Inc. Agrees to Acquire ITG, a Leading Provider of Agency Execution Services and Trading Analytics

Virtu to increase operating scale and organic revenue growth profile through the addition of ITG

Virtu Financial, Inc. announced that it has entered into a definitive agreement to acquire Investment Technology Group, Inc., which has been unanimously approved by the Board of Directors of ITG and Virtu. Virtu has agreed to acquire ITG in a cash transaction valued at $30.30 per ITG share.

This significant acquisition underscores Virtu’s commitment to its institutional client franchises and is a natural next step in its growth by offering its clients a complete suite of agency services, including transparent trading and workflow technology, analytics, and liquidity solutions that all leverage Virtu’s global, scaled technology infrastructure.

“Virtu’s focus and investment in our agency offering is evidenced by the continued growth in our business and the strong uptick we’ve seen this year and through October. The combination announced today brings together complementary strengths that amplify our ability to help our clients source liquidity and improve their workflow,” said Douglas A. Cifu, Virtu’s Chief Executive Officer.

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Mr. Cifu continued, “ITG has built a first-class global institutional client franchise with incredible people that will benefit from this strategic combination. We are fully committed to growing and improving the complete agency execution offering that ITG’s clients use every day – Liquidity, Execution Services, Workflow Technology and Analytics. This combination will leverage Virtu’s financial technology – the same technology that drives our market making performance – to optimize all aspects of the business, from order routing and algo performance to middle- and back-office efficiency.”

The transaction is expected to close during the 1^st half of 2019 after receipt of ITG shareholder approval and all required regulatory approvals.

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Significant Value Creation through Operating Scale

In addition to enhanced client experience, the transaction is expected to provide a significant amount of additional scale and financial benefits to Virtu. Within two years of the completion of the transaction, Virtu expects to realize approximately $123 million of net pre-tax expense savings, in addition to $125 million of capital synergies. These savings do not include any revenue enhancements that Virtu anticipates will result from the transaction.

Increased Diversification and Organic Growth Profile

The transaction further diversifies Virtu by increasing its revenue contribution from Technology and Execution Services from 10% to 37%, which will lower quarter-to-quarter earnings volatility. Technology and Execution Services is highly complementary to Virtu’s core market making business, providing further opportunities to organically grow revenue with existing clients and technology.

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Transaction Terms, Approvals and Timing 
Virtu intends to fund the all-cash transaction with new gross borrowings of $1.5 billion. Virtu intends to repay the $400 million aggregate principal amount outstanding under its existing term loan.

Virtu has received committed financing from Jefferies and Royal Bank of Canada for up to $1.5 billion of debt financing for the transaction.

Virtu intends to maintain its annual dividend of $0.96 per share after the close of the transaction.

The transaction is subject to customary closing conditions, including the approval of the stockholders of ITG, and receipt of required regulatory clearances and approvals.

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Organization and Leadership

Following the close of the transaction, Douglas A. Cifu, Chief Executive Officer of Virtu Financial, will remain CEO of the combined company. Joseph A. Molluso, Virtu’s Chief Financial Officer, will remain the CFO of the combined company.

Advisors

Jefferies LLC is acting as lead financial advisor to Virtu. Sandler O’Neill + Partners is also acting as financial advisor to Virtu and has provided a fairness opinion. Jefferies Finance LLC and Royal Bank of Canada (“RBC”) have provided committed debt financing for the acquisition. RBC also provided financial advice. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Virtu’s legal counsel. J.P. Morgan Securities LLC is acting as financial advisor to ITG with Wachtell, Lipton, Rosen & Katz serving as ITG’s legal counsel.

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