INTL FCStone Inc. Agrees to an All-cash Acquisition of GAIN Capital Holdings, Inc. at $6.00 Per Share - Seite 2

Glenn Stevens, CEO of GAIN commented on the transaction, “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.”

Mr. O’Connor concluded, “This transaction is priced at a 12% premium to GAIN’s tangible book value and we anticipate will be immediately accretive to return on equity and earnings. We expect the cost and capital synergies of this merger will enable us to realize positive returns from the transaction even amid today’s multi-decade lows in volatility, and position us for significant upside as FX market conditions normalize. In the meantime, we believe the increase in diversity of our portfolio in terms of product and customer segments will reduce the overall volatility of our revenues.”

Sean O’Connor will continue to lead the combined firm, while GAIN CEO Glenn Stevens will continue to lead the former GAIN business within INTL FCStone.

The transaction is expected to close in mid-2020, subject to approval by GAIN’s stockholders, regulatory approvals and customary closing conditions. VantagePoint Capital Partners, Michael Spencer’s private investment group IPGL, and Glenn Stevens, representing 44% of GAIN’s outstanding voting power in aggregate, have entered into agreements to vote in favor of the transaction.

Jefferies LLC is acting as exclusive financial advisor to INTL FCStone and has provided $350 million of committed debt financing for the acquisition.  DLA Piper is serving as INTL’s legal counsel, GCA Advisors LLC is acting as financial advisor to GAIN and Davis Polk & Wardwell LLP is serving as its legal counsel.

Webcast and Conference Call Information

The company will host a conference call to discuss the transaction today at 11:00 am ET. A live web cast of the conference call as well as additional information to review during the call will be made available in PDF form at http://www.intlfcstone.com. Additionally, the Company will file the additional information reviewed on the call as an exhibit to its Report on Form 8-K. Participants can also access the call by dialing 1-844-466-4112 (within the United States and Canada), or 1-408-337-0136 (international callers) approximately ten minutes prior to the start time.