GLBR Global Brokerage Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 20, 2015

 

FXCM Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-34986		27-3268672
(State or Other Jurisdiction of		(Commission File Number)		(IRS Employer
Incorporation)				Identification No.)

 

55 Water Street, FL 50, New York, NY, 10041

(Address of Principal Executive Offices) (Zip Code)

 

(646) 432-2986

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

  

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 20, 2015, FXCM Holdings, LLC and FXCM Newco, LLC (collectively, the “Seller”), both wholly-owned subsidiaries of FXCM Inc. (the “Company”), entered into a share purchase agreement (the "Share Purchase Agreement"), pursuant to which they agreed to sell all of the issued and outstanding equity interests of FXCM Japan Securities Co., Ltd (“FXCM Japan”) to Rakuten Securities, Inc. (“Rakuten Sec”), for a purchase price of approximately $62 million (the “Transaction”), subject to final adjustment based on FXCM Japan’s balance sheet as of March 31, 2015.

The Share Purchase Agreement contains customary representations, warranties and covenants by Rakuten Sec and the Seller, including representations, warranties and covenants made by the Seller with respect to FXCM Japan.  The Seller has agreed that FXCM Japan will conduct its operations in the ordinary course of business until the closing of the Transaction, which is currently expected to close April 1, 2015, subject to the satisfaction of customary closing conditions.

 

The Share Purchase Agreement provides that the Seller and/or its affiliates will enter into a transition services agreement, to be effective as of the closing of the Transaction, pursuant to which the Seller and/or its affiliates will provide transition services to FXCM Japan.  The transition services will consist of ongoing operational and technical support for FXCM Japan during the transition of FXCM Japan to Rakuten Sec, which is expected to be completed within eighteen months (subject to extension) after the closing of the Transaction.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

  

Exhibit No.	Exhibit Description
99.1	Press Release dated March 25, 2015, issued by FXCM Inc.

  

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FXCM INC.
	By:	/s/ David. S. Sassoon
		Name:	David S. Sassoon
		Title:	General Counsel

 

Date: March 25, 2015

 

 

Exhibit 99.1

 

FXCM to Sell FXCM Japan to Rakuten Sec for $62 Million

 

New York -- March 25, 2015 -- FXCM Inc. (NYSE:FXCM) a leading online provider of foreign exchange (FX) trading and related services, today announced that FXCM Holdings, LLC and FXCM Newco, LLC (“FXCM”) have signed a definitive agreement to sell FXCM Japan Securities Co., Ltd (“FXCM Japan”) to Rakuten Securities, Inc. (“Rakuten Sec”), a top 5 FX broker in Japan, and a subsidiary of Rakuten, Inc. (“Rakuten”) (TOKYO:4755), one of the world’s largest Internet services companies, for a purchase price of approximately $62 million.

 

Rakuten Sec will continue to use the FXCM trading system for legacy FXCM Japan clients and will be notifying clients once the deal is finalized.

 

The transaction is expected to close on April 1, 2015, subject to customary closing conditions and the final purchase price will be based on FXCM Japan’s March 31, 2015 balance sheet.

 

“We are pleased to announce this transaction with Rakuten Sec, as they are an innovative and strong firm,” said Drew Niv, CEO of FXCM. “We are confident that they will provide the same level of excellent service and trading environment that our account holders have experienced at FXCM.”

 

“We are delighted to invite FXCM Japan to Rakuten group,” said Yuji Kusunoki, President of Rakuten Sec. “We believe that our combined capability will enhance our strategy to be the top FX service provider in Japan.”

 

Pinnacle Inc. served FXCM as financial advisor on the deal.

 

About FXCM Inc.

 

FXCM Inc. (NYSE:FXCM) is a leading provider of online foreign exchange (forex) trading, CFD trading, spread betting and related services. Our mission is to provide global traders with access to the world’s largest and most liquid market by offering innovative trading tools, hiring excellent trading educators, meeting strict financial standards and striving for the best online trading experience in the market.

 

Clients have the advantage of mobile trading, one-click order execution and trading from real-time charts. In addition, FXCM offers educational courses on forex trading and provides free news and market research through DailyFX.com.

 

Trading foreign exchange and CFDs on margin carries a high level of risk, which may result in losses that could exceed your deposits, therefore may not be suitable for all investors. Read full disclaimer.

 

Visit www.fxcm.com and follow us on Twitter @FXCM, Facebook FXCM, Google+ FXCM or YouTube FXCM.

 

 

About Rakuten Sec

 

Rakuten Securities, Inc., a subsidiary of Rakuten, Inc., is one of the major online brokers in Japan, founded in 1999. Rakuten Sec is ranked 3rd in terms of equities trading value and 5th in terms of FX trading value in the Japanese securities market.

 

About Rakuten

 

Rakuten, Inc. (TOKYO:4755) is one of the world's leading Internet services companies. Rakuten provides a variety of products and services for consumers and businesses, with a focus on e-commerce, finance, and digital content. Since 2012, Rakuten has been ranked among the world’s ‘Top 20 Most Innovative Companies’ in Forbes magazine’s annual list. Rakuten is expanding worldwide and currently operates throughout Asia, Europe, the Americas and Oceania. Founded in 1997, Rakuten is headquartered in Tokyo, with over 14,000 employees and partner staff worldwide.

For more information: http://global.rakuten.com/corp/.

 

CONTACT: FXCM Inc.

 

Jaclyn Klein, 646-432-2463

 

Vice-President, Corporate Communications

 

jklein@fxcm.com

 

investorrelations@fxcm.com