Item 8.01 Other Events.
On May 1, 2020, GAIN Capital Holdings, Inc., a Delaware corporation ("GAIN")
filed with the U.S. Securities and Exchange Commission (the "SEC") GAIN's
definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") in
connection with the previously announced Agreement and Plan of Merger, dated as
of February 26, 2020 (the "Merger Agreement") with INTL FCStone Inc., a Delaware
corporation ("INTL") and Golf Merger Sub I Inc., a Delaware corporation and
wholly owned subsidiary of INTL ("Merger Sub") (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and
into GAIN, with GAIN surviving the merger as a wholly owned subsidiary of INTL
(the "Merger").
On May 14, 2020, Peter Quick and Chris Sugden, two members of GAIN's board of
directors (the "GAIN board"), informed the GAIN board that they no longer
supported the Merger. It is Messrs. Quick and Sugden's belief that, in light of
the performance of GAIN following the signing of the Merger Agreement (as
described in the section of the Definitive Proxy Statement entitled "Subsequent
Developments - Description of Subsequent Developments"), the merger
consideration of $6.00 per share in cash, without interest, no longer reflects
the long term value of GAIN. Messrs. Quick and Sugden joined Alex Goor in voting
against recommending that the stockholders adopt the Merger Agreement. Messrs.
Quick, Sugden and Goor determined that the positive factors set forth in the
sections entitled "GAIN's Reasons for the Merger'' beginning on page 38 of the
Definitive Proxy Statement and "Reasons for Recommendation Following Subsequent
Developments" beginning on page 42 of the Definitive Proxy Statement, were
outweighed by the countervailing factors in the same sections.
Also on May 14, 2020, after careful consideration, the GAIN board, by a vote of
five to three, reaffirmed its recommendation that the stockholders adopt the
Merger Agreement. The GAIN board considered a number of factors in determining
to continue to recommend that the stockholders adopt the Merger Agreement
including all the factors set forth in the section entitled ''GAIN's Reasons for
the Merger'' beginning on page 38 of the Definitive Proxy Statement, together
with the additional factors set forth in the section entitled "Reasons for
Recommendation Following Subsequent Developments" beginning on page 42 of the
Definitive Proxy Statement. The majority of the GAIN board determined that the
positive factors set forth in the aforementioned sections outweighed the
countervailing factors set forth in the same sections.
Forward-Looking Statements
In addition to historical information, this communication contains
"forward-looking" statements including, but not limited to, GAIN management's
expectations for the future. All statements other than statements of historical
or current fact included in this communication that address activities, events,
conditions or developments that we expect, believe or anticipate will or may
occur in the future are forward-looking statements. A variety of important
factors could cause results to differ materially from such statements. These
factors are noted throughout GAIN's annual report on Form 10-K for the year
ended December 31, 2019, as filed with the SEC on March 16, 2020, and include,
but are not limited to, the actions of both current and potential new
competitors, fluctuations in market trading volumes, financial market
volatility, evolving industry regulations, errors or malfunctions in GAIN's
systems or technology, rapid changes in technology, effects of inflation,
customer trading patterns, the success of our products and service offerings,
our ability to continue to innovate and meet the demands of our customers for
new or enhanced products, our ability to successfully integrate assets and
companies we have acquired, our ability to effectively compete, changes in tax
policy or accounting rules, fluctuations in foreign exchange rates and commodity
prices, adverse changes or volatility in interest rates, the risk that our
stockholders may not adopt the Merger Agreement, the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject to
conditions that are not anticipated, risks that any of the closing conditions to
the proposed Merger may not be satisfied in a timely manner, as well as general
economic, business, credit and financial market conditions, internationally or
nationally, and our ability to continue paying a quarterly dividend in light of
future financial performance and financing needs. The forward-looking statements
included herein represent GAIN's views as of the date of this communication.
GAIN undertakes no obligation to revise or update publicly any forward-looking
statement for any reason unless required by law.
Additional Information and Where to Find it
On May 1, 2020, GAIN filed the definitive 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 definitive proxy statement or any other document which GAIN may file
with the SEC. The definitive proxy statement has been sent or given to the
stockholders of GAIN and contains important information about the proposed
transaction and related matters. INVESTORS IN AND SECURITY HOLDERS OF GAIN ARE
URGED TO READ THE DEFINITIVE 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 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.
Participants in 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, 2019, which was filed with the SEC on March 16, 2020
and its proxy statement for its 2020 annual meeting of stockholders, which was
filed with the SEC on April 29, 2020. 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.
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