GAIN Capital shareholders vote in favor of merger with INTL FCStone

Maria Nikolova

Holders of approximately 71.2% of GAIN’s shares supported the proposal to adopt the merger agreement, representing approximately 85.7% of votes cast.

Shareholders of Gain Capital Holdings Inc (NYSE:GCAP) have backed the proposed acquisition of the online trading major by INTL FCStone Inc. At a special meeting of stockholders held on June 5, 2020, holders of approximately 71.2% of GAIN’s shares issued and outstanding as of the close of business on the record date voted in favor of the proposal to adopt the merger agreement, representing approximately 85.7% of votes cast (excluding abstentions).

Also at the special meeting, GAIN’s stockholders approved, by a non-binding, advisory basis, certain compensation that will or may be paid by GAIN to its named executive officers that is based on or otherwise relates to the merger.

GAIN anticipates that the merger will be completed during the third quarter of 2020, subject to the satisfaction or waiver of the remaining customary conditions to closing, including among other things, receipt of other required regulatory approvals.

On February 26, 2020, GAIN entered into a definitive merger agreement with INTL FCStone and its wholly owned subsidiary, Golf Merger Sub I Inc.. Pursuant to the terms of the merger agreement, Merger Suv will be merged with and into GAIN, with GAIN surviving the merger as a wholly owned subsidiary of INTL FCStone.

If the merger is completed, GAIN stockholders will have the right to receive $6.00 in cash, without interest and less any applicable withholding taxes, for each share of common stock, par value $0.00001 per share, of GAIN that they own immediately prior to the effective time of the merger unless they have properly demanded appraisal rights for such shares in accordance with Delaware law.

The purchase price represents a premium of approximately 70% over GAIN’s closing share price on February 26, 2020, the last trading day prior to the announcement that GAIN had entered into the merger agreement and a premium of approximately 60% to GAIN’s 30-trading-day volume-weighted average stock price on the same date.

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