INTL FCStone Inc. Agrees to an All-cash Acquisition of GAIN Capital Holdings, Inc. at $6.00 Per Share

–        Strong combined cash flows with an increase in client float of ~$1B
–        Acquisition expected to enhance margins, EPS and return on equity
–        Broadened offering and new retail distribution channel for a diverse product portfolio
–        Expanded client segments and geographic market opportunities
–        Technological assets and expertise to drive platform digitization
–        Combined transactional flow to increase revenue capture
–        Consolidated infrastructure to drive cost synergies

NEW YORK, Feb. 27, 2020 (GLOBE NEWSWIRE) -- INTL FCStone Inc. (NASDAQ: INTL) (“INTL FCStone”) today announced that it has entered into a definitive agreement to acquire GAIN Capital Holdings, Inc. (NYSE: GCAP) (“GAIN”), which has been approved by the Board of Directors of both INTL FCStone and GAIN. INTL FCStone has agreed to acquire GAIN for $6.00 per share in an all-cash transaction representing approximately $236 million in equity value. As part of the transaction, INTL intends to make an offer at closing to repurchase GAIN’s $92 million convertible notes due 2022. GAIN’s $60 million convertible notes due 2020 will be repaid from GAIN’s cash on hand prior to closing.

GAIN serves more than 130,000 retail and institutional investors through its FOREX.com and City Index platforms, among other channels.  As a result of the combination, GAIN’s customers will benefit from a richer product offering, and the expanded resources and greater scale of the combined firm.  By acquiring GAIN, 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.  The acquisition is expected to increase INTL’s transaction flows and raise client float by ~$1 billion. The acquisition of GAIN’s digital assets and expertise will also accelerate the digitization of INTL FCStone’s platform.

Sean O’Connor, CEO of INTL FCStone, commented on the transaction, “By leveraging INTL FCStone’s products and services, we can enhance GAIN’s product offering to drive market share growth by capturing additional business from existing clients, as well as enable the acquisition of new clients. As a clearer, we can enhance margins on their transaction flow, and by combining the transactional flows, we believe we can increase revenue capture by internally crossing more spreads and getting better execution from markets. In addition, as a result of the elimination of GAIN’s public company costs and the consolidation of our two infrastructures, we expect to enhance our earning power.”