GAIN Capital Holdings, Inc. (NYSE:GCAP) entered into a stock purchase agreement to acquire Global Futures & Forex, Ltd. from Gary L. Tilkin for approximately $110 million on April 24, 2013. Under the terms of the agreement, the purchase price will be paid in $40 million in cash to be paid upon the closing of the transaction, issuance of 4.94 million shares of GAIN Capital, a term loan from Gary L. Tilkin in an amount equal to approximately $40 million. The purchase price ... includes $80 million of Global Futures cash at closing, results in a net purchase price of $27.8 million. The purchase price is subject to upwards or downwards adjustment based on GFT’s working capital and cash at the closing date. Both GAIN Capital and Global Futures will initially retain their separate brand identities. Upon the completion of the acquisition, Gary L. Tilkin will hold a 12% equity interest in GAIN and will become a member of GAIN’s Board of Directors. The transaction is subject to customary closing conditions, including certain regulatory approvals and is expected to close in the early third quarter of 2013. The transaction is accretive in the first full quarter following closing. GAIN expects the transaction to be accretive to 2013 earnings and significantly accretive to FY 2014 earnings. Raymond James & Associates, Inc. provided a fairness opinion to GAIN Capital. Leonard Kreynin, Carlo M. Caponi, Christopher R. Utecht, Christopher M. Bezeg, Kenneth J. Steinberg, Kyoko Takahashi Lin, Jessica Lutrin, and Rachel D. Kleinberg of Davis Polk & Wardwell acted as legal advisors for GAIN Capital Holdings. John O’Hare of Sidley Austin LLP acted as legal advisor to Gary L. Tilkin.
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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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