BEDMINSTER, N.J., Feb. 27, 2020 /PRNewswire/ -- GAIN Capital
Holdings, Inc. (NYSE: GCAP) ("GAIN" or the "Company") today
announced it has entered into a definitive agreement to be acquired
by INTL FCStone Inc. (NASDAQ: INTL) ("INTL FCStone"). Under
the terms of the agreement, INTL FCStone will acquire the Company
in an all-cash transaction. The Company's stockholders will receive
$6.00 per share, representing
approximately $236 million in equity
value.
"GAIN's business fits naturally within INTL FCStone's
diversified and scaled franchise, and our shareholders will benefit
from this combination by receiving a substantial premium in an
all-cash transaction. GAIN was founded over 20 years ago with
the intention of providing traders with low-cost access to foreign
exchange markets. By joining INTL, we see an incredible opportunity
to leverage their capabilities and ecosystem of products, and to
deliver an even more comprehensive offering to our customers.
Bringing together GAIN's expertise in serving the retail customer
and INTL's unparalleled access to the financial markets creates an
exciting value proposition and enables the combined group to serve
a wider range of customers," commented Glenn Stevens, Chief Executive Officer of GAIN
Capital Holdings, Inc.
"After a thorough evaluation of the options available, the Board
of Directors is confident that this transaction will provide a
significant opportunity for our stockholders to realize value for
their shares while providing the best path forward for GAIN's
business, employees and customers," said Mr. Stevens.
The transaction represents a 70 percent premium to the closing
share price of the Company's shares on February 26, 2020 and a 60 percent premium to the
volume-weighted average price of the Company's stock in the 30
trading days ending on February 26,
2020.
The transaction is the result of a comprehensive strategic
alternatives review process taken by the Company's Board of
Directors. The transaction has been approved by GAIN's Board of
Directors. In addition, VantagePoint Capital Partners, Michael Spencer's private investment group IPGL
and Glenn Stevens, representing in
aggregate approximately 44% of GAIN's stockholders, have entered
into agreements to vote in favor of the transaction. The
transaction is expected to be completed in mid-2020, subject to
regulatory approvals and other customary closing conditions.
Sean O'Connor, CEO of INTL
FCStone, commented on the transaction, "As a result of this
combination, GAIN's customers will benefit from a richer product
offering as well as the expanded resources and greater scale of the
combined firm. INTL FCStone, in turn, will add a new digital
platform to its global financial network, significantly expanding
its offering to retail clients, as well as a complementary futures
business."
GCA Advisors LLC acted as exclusive financial advisor and
Davis Polk & Wardwell LLP acted
as legal advisor to GAIN. Jefferies LLC acted as financial
advisor and DLA Piper acted as legal advisor to INTL FCStone.
About GAIN
GAIN Capital Holdings, Inc. provides innovative trading
technology and execution services to retail and institutional
investors worldwide, with multiple access points to OTC markets and
global exchanges across a wide range of asset classes, including
foreign exchange, commodities, and global equities. GAIN Capital is
headquartered in Bedminster, New
Jersey, with a global presence across North America, Europe and the Asia
Pacific regions. For further company information,
visit www.gaincapital.com.
About INTL FCStone
INTL FCStone Inc. connects its clients with the global markets
across asset classes - providing execution, post-trade settlement,
clearing and custody. Clients use its digital platforms, market
intelligence and high-touch service to manage their market risk,
pursue trading opportunities, make investments efficiently, and
improve their business performance. Further information on
INTL FCStone is available at www.intlfcstone.com.
Important Information For Stockholders
Participants in the Solicitation
GAIN and its directors and certain of its executive officers may
be considered participants in the solicitation of proxies from
GAIN's stockholders in connection with the proposed transaction.
Information about the directors and executive officers of GAIN is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2018, which was filed
with the SEC on March 11, 2019 and
its proxy statement for its 2019 annual meeting of stockholders,
which was filed with the SEC on April
30, 2019. These documents can be obtained free of
charge from the sources indicated above. Additional information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials in connection with the transaction to be
filed with the SEC when they become available.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, GAIN will file a
proxy statement on Schedule 14A with the SEC. Additionally, GAIN
plans to file other relevant materials with the SEC in connection
with the proposed transaction. This material is not a substitute
for the proxy statement or any other document which GAIN may file
with the SEC. The definitive proxy statement will be sent or given
to the stockholders of GAIN and will contain important information
about the proposed transaction and related matters. INVESTORS IN
AND SECURITY HOLDERS OF GAIN ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR
WILL BE FILED OR WILL BE FURNISHED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, RELATED
MATTERS AND THE PARTIES TO THE TRANSACTION. The materials to be
filed by GAIN with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov or in the "Investor Relations" section
of GAIN's website at www.gaincapital.com.
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SOURCE GAIN Capital Holdings Inc.
