July 31, 2020
New York, San Francisco
Financial Technology and Services
Todd Carter, Rupert Sadler, Rushi Bhanderi, Lowell Bleiweiss, Malik Gill, Wyatt Sharpe
GCA advises GAIN Capital Holdings on its sale to INTL FCStone Inc.
GCA is pleased to announce our client, GAIN Capital Holdings, Inc. (NYSE: GCAP) (“GAIN”), has been acquired by INTL FCStone Inc. (NASDAQ: INTL) (“INTL FCStone”). Under the terms of the agreement, INTL FCStone will acquire GAIN in an all-cash transaction. GAIN’s stockholders received $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% premium to the closing share price of GAIN’s shares on February 26, 2020 and a 60% premium to the volume-weighted average price of GAIN’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 GAIN’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.
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 to GAIN.