More members of GAIN Capital’s BoD oppose deal with INTL FCStone

Maria Nikolova

Peter Quick and Chris Sugden have informed the GAIN board that they no longer supported the merger.

The opposition against the planned acquisition of online trading major Gain Capital Holdings Inc (NYSE:GCAP) by INTL FCStone Inc is growing, as indicated in a SEC filing made public by GAIN on May 14, 2020.

On Thursday, Peter Quick and Chris Sugden, two members of GAIN’s board of directors, informed the GAIN board that they no longer supported the Merger. Mr Quick and Mr Sugden believe that, in light of the performance of GAIN following the signing of the Merger Agreement, 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.

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. The majority of the GAIN board determined that the positive factors outweighed the countervailing factors.

Let’s recall that GAIN’s results of operations increased sharply during the post-signing Q1 period, with approximately 67%, 85% and 83% of the aggregate revenue, net income and adjusted net income, respectively, for the first quarter of 2020 generated during the post-signing Q1 period.

GAIN’s net revenues amounted to $41 million in the Q2 post-signing period (the period from April 1, 2020 to April 30, 2020). Net income reached $11.9 million in April.

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