GAIN Capital Shareholders Vote 71% in Favour of INTL FCStone Acquisition

INTL FCStone has just announced that GAIN Capital’s shareholders have overwhelmingly approved their $236 million combination deal.

The US market maker said more than 71 percent of votes cast Friday by the FX broker’s shareholders were in favour of the transaction, representing 86 percent of the total in attendance, well above the required two-thirds threshold. Nearly 83.2 percent of all GAIN’s shareholders attended the special meeting to decide on the merger proposal.

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INTL confirmed it proceeds with its initial plan to make an offer at closing to repurchase GAIN’s $92 million convertible notes due 2022. GAIN’s $60 million convertible notes due 2020 will be repaid from GAIN’s cash on hand prior to closing.

Sean O’Connor, CEO of INTL FCStone, will lead the new combined firm, while Glenn Stevens, who has been GAIN’s CEO for over 20 years, will continue to lead the former business within INTL FCStone.

Earlier in March, INTL FCStone Inc. agreed to acquire GAIN Capital for $6.00 per share in an all-cash transaction. Under the agreement, GAIN Capital would have required to pay INTL FCStone a termination fee of $9 million if the deal is terminated under certain circumstances

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

The merger will help clients and partners benefit from the combined company’s business scale and facilitate the response to multiple challenges in the online trading and investment sector. The combined entity will also make significant-tech investments to enable it to adapt to changing customer behavior, they added.

Earlier in April, GAIN reported its net revenues for Q1 2020 at $185.7 million, which was four times higher than the $38.4 million reported back in the Jan-March quarter of 2019. Over a quarterly basis, the company revenue rose 250 percent from $53.3 million in the fourth quarter of 2019.

The news comes shortly after INTL FCStone, which provides financial-services execution, risk management, market intelligence, and post-trade services, ‏said in a filing to the US Securities and Exchange Commission it plans to rebrand its business as StoneX Group Inc., subject to the shareholders’ approval.

Explaining the rationale behind the initiative, INTL FCStone said its current name reflects the merger between International Assets Holding Corporation and FCStone Group, which took place in 2011. Operating under the same brand for over nine years, the company’s board ‘desires’ to adopt a new corporate name as part of a global rebranding initiative.

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