FXCM Inc. (NYSE:FXCM) made an offer to acquire GAIN Capital Holdings, Inc. (NYSE:GCAP) from a group of shareholders for approximately $200 million in cash and stock on April 8, 2013. The group of shareholders consists of Cross Atlantic Capital Partners LLC, Discovery Group Holding Company, LLC, Edison Venture Fund, Master Global Assets Ltd, Tudor Growth Equity, VantagePoint Capital Partners and others. Under the terms of the offer, FXCM Inc. will give 0.3996 shares of ... its Class A common stock for each common share, restricted stock and options of Gain Capital and/or up to $50 million of cash in lieu of stock, as per the preferences of GAIN Capital shareholders. The transaction is subject to the negotiation of a definitive merger agreement, regulatory approval and is not subject to any financing contingency. The transaction has the unanimous support of the Board of Directors and management team of FXCM Inc and is projected to be accretive in 2014 after excluding one-time restructuring cost. On April 9, 2013, the Board of Directors of GAIN Capital adopted a stockholder rights plan. As of April 25, 2013, the Board of Directors of GAIN Capital, with the assistance of its financial and legal advisers determined that pursuing the transaction proposed by FXCM would significantly undervalue GAIN Capital and its prospects and would not be in the best interests of GAIN Capital's shareholders at this time. The Board therefore unanimously rejected the proposal. Barclays and Financial Technology Partners acted as financial advisor and Simpson Thacher & Bartlett LLP as legal advisor to FXCM Inc.
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