ICAP in $848 Million Acquisition of Leading Foreign Exchange Trading System

June 5, 2006

Cleary Gottlieb represented ICAP plc on the U.S. aspects of its $848 million acquisition of the outstanding capital stock of EBS Group Limited. The transaction was announced on April 21 and closed on June 5.

The aggregate consideration for the transaction is $517 million in cash and 36.1 million ICAP shares, which were issued to EBS shareholders pursuant to an election to receive up to 36.1 million in ICAP shares in lieu of one-third of the aggregate cash consideration the shareholders would have otherwise received. The election offered by ICAP to EBS shareholders also included a “mix and match” election under which EBS shareholders could receive more than one third of their cash consideration in ICAP shares, to the extent that other EBS shareholders elected to receive less than one third of their cash consideration in ICAP shares.

Based on the value of ICAP shares on June 6, 2006, the aggregate consideration for the transaction is approximately $848 million.

ICAP is the world’s largest interdealer broker and, following the acquisition of the BrokerTec fixed income securities business (Cleary Gottlieb advised BrokerTec on that deal), is the world’s leading electronic broker of fixed income securities. EBS was launched in September 1993 by a group of the world’s largest foreign exchange market making banks and is the pre-eminent provider of foreign exchange trading and market data provider to the professional spot market foreign exchange community. Each day, transactions involving approximately $145 billion in spot foreign exchange, 700,000 ounces of gold and 7,000,000 ounces in silver are conducted over EBS’s spot dealing system.