BEDMINSTER, N.J., June 5, 2020 /PRNewswire/ -- GAIN Capital
Holdings, Inc. (NYSE: GCAP) ("GAIN" or "the Company"), a global
provider of online trading services, announced that at a special
meeting of its stockholders held earlier today, the Company's
stockholders voted to approve the adoption of the previously
announced Agreement and Plan of Merger, dated as of February 26, 2020 (the "Merger Agreement"), by
and among the Company, INTL FCStone Inc., a Delaware corporation ("INTL") and Golf Merger
Sub I Inc., a Delaware corporation
and wholly owned subsidiary of INTL ("Merger Sub"), providing for
the merger of Merger Sub with and into GAIN, with GAIN surviving
the merger as a wholly owned subsidiary of INTL (the "merger").
Approximately 83.2 percent of the Company's shares issued and
outstanding as of the close of business on April 23, 2020, the record date for the special
meeting, were present in person or by proxy at the meeting. Holders
of approximately 71.2 percent of the Company'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 percent of votes cast (excluding abstentions).
Also at the special meeting, the Company'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.
The Company 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.
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About GAIN
GAIN Capital Holdings, Inc. provides
innovative trading technology and execution services to retail and
institutional investors worldwide, with multiple access points to
OTC markets and global exchanges across a wide range of asset
classes, including foreign exchange, commodities, and global
equities. GAIN Capital is headquartered in Bedminster,
New Jersey, with a global presence
across North America, Europe and the Asia
Pacific regions. For further company information, visit
www.gaincapital.com.
Forward-Looking Statements
In addition to historical
information, this communication contains "forward-looking"
statements including, but not limited to, GAIN management's
expectations for the future. All statements other than
statements of historical or current fact included in this
communication that address activities, events, conditions or
developments that we expect, believe or anticipate will or may
occur in the future are forward-looking statements. A variety
of important factors could cause results to differ materially from
such statements. These factors are noted throughout GAIN's annual
report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on
March 16, 2020, and include, but are
not limited to, the actions of both current and potential new
competitors, fluctuations in market trading volumes, financial
market volatility, evolving industry regulations, errors or
malfunctions in GAIN's systems or technology, rapid changes in
technology, effects of inflation, customer trading patterns, the
success of our products and service offerings, our ability to
continue to innovate and meet the demands of our customers for new
or enhanced products, our ability to successfully integrate assets
and companies we have acquired, our ability to effectively compete,
changes in tax policy or accounting rules, fluctuations in foreign
exchange rates and commodity prices, adverse changes or volatility
in interest rates, the risk that our stockholders may not adopt the
Merger Agreement, the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that
are not anticipated, risks that any of the closing conditions to
the proposed Merger may not be satisfied in a timely manner, as
well as general economic, business, credit and financial market
conditions, internationally or nationally, and our ability to
continue paying a quarterly dividend in light of future financial
performance and financing needs. The forward-looking statements
included herein represent GAIN's views as of the date of this
communication. GAIN undertakes no obligation to revise or update
publicly any forward-looking statement for any reason unless
required by law.
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SOURCE GAIN Capital Holdings, Inc.