GAIN Capital reports preliminary results of “modified Dutch auction” tender offer

Maria Nikolova

GAIN may successfully complete the purchase of $50 million of its common stock, as per the preliminary results of the tender offer.

Further to an earlier announcement by GAIN Capital Holdings, Inc (NYSE:GCAP) about the commencement of “modified Dutch auction” tender offer to purchase up to $50 million of shares of its common stock, the online trading major unveiled the preliminary results of the offer.

The offer expired at 5:00 P.M., New York City time, on November 6, 2018. Based on the preliminary count by Broadridge Corporate Issuer Solutions, Inc., the depositary for the tender offer, a number of shares of GAIN’s common stock more than sufficient to allow GAIN to successfully complete the purchase of $50 million of its common stock were properly tendered and not properly withdrawn at or below the purchase price of $7.94 per share, including shares that were tendered by notice of guaranteed delivery.

GAIN expects to accept for payment, at a purchase price of $7.84, approximately 6,377,551 shares (based on proration of shares tendered) of its common stock properly tendered at or below the purchase price and not properly withdrawn before the expiration date, at an aggregate cost of approximately $50 million, excluding fees and expenses relating to the tender offer.

Jefferies LLC acted as dealer manager for the tender offer.

GAIN also announced today that its Board of Directors has increased the total amount of cash available for purchases of GAIN’s common stock under its previously announced share repurchase plan to $50 million in order to increase its flexibility to opportunistically purchase shares of common stock in the open market.

GAIN believes that the modified Dutch auction tender offer represents an efficient mechanism to provide GAIN’s stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in GAIN if they so elect. According to the broker, the offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares without the potential disruption to the share price.

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