BEDMINSTER, N.J., Oct. 9, 2018 /PRNewswire/ -- GAIN Capital
Holdings, Inc. (NYSE: GCAP) announced today that it commenced a
"modified Dutch auction" tender offer to purchase up to
$50 million of shares of its common
stock, or such lesser number of shares of its common stock as are
properly tendered and not properly withdrawn, at a price not less
than $7.24 nor greater than
$7.94 per share of common stock, to
the seller in cash, less any applicable withholding taxes and
without interest (the "Offer"). The Offer is made upon the terms
and subject to the conditions described in the offer to purchase
and in the related letter of transmittal. The closing price of
GAIN's common stock on the New York Stock Exchange on October 8, 2018, the last full trading day before
the commencement of the Offer, was $6.91
per share. The Offer is scheduled to expire at 5:00 P.M., New York
City time, on November 6,
2018, unless the Offer is extended.
"The Offer underlines our ongoing commitment to executing a
balanced capital allocation strategy to enhance shareholder value,"
stated Glenn Stevens, Chief
Executive Officer of GAIN Capital. "Given our strong capital
position, particularly in light of the $85
million in proceeds generated from the sale of the GTX
business, as well as the current market price of our common stock,
we believe the Offer is a prudent means to return capital to
shareholders. Our strong capital position also allows us to make
appropriate investments to pursue growth initiatives, consistent
with our goal of delivering long-term value."
GAIN believes that the modified Dutch auction tender offer
represents an efficient mechanism to provide GAIN's stockholders
with the opportunity to tender all or a portion of their Shares and
thereby receive a return of some or all of their investment in GAIN
if they so elect. The Offer provides stockholders with an
opportunity to obtain liquidity with respect to all or a portion of
their Shares without the potential disruption to the Share
price.
The Offer is not contingent upon obtaining any financing.
However, the Offer is subject to a number of other terms and
conditions, which are described in detail in the offer to purchase.
Specific instructions and a complete explanation of the terms and
conditions of the Offer will be contained in the offer to purchase,
the letter of transmittal and the related materials, which will be
mailed to stockholders of record shortly after commencement of the
Offer.
None of GAIN, the members of its Board of Directors, the dealer
manager, the information agent or the depositary makes any
recommendation as to whether any stockholder should participate or
refrain from participating in the Offer or as to the price or
prices at which stockholders may choose to tender their shares in
the Offer.
D.F. King & Co., Inc. will serve as information agent for
the Offer. Stockholders with questions, or who would like to
receive additional copies of the Offer documents may call D.F. King
& Co., Inc. at (800) 735-3591 (toll free) or email
gcap@dfking.com. The dealer manager for the Offer is Jefferies
LLC.
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.
Additional Information and Where to Find It
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell GAIN common
stock or any other securities, and it is neither an offer to
purchase nor a solicitation of an offer to sell GAIN common stock
or any other securities. GAIN will be filing today a tender offer
statement on Schedule TO, including an offer to purchase, letter of
transmittal and related materials, with the United States
Securities and Exchange Commission (the "SEC"). The Offer will only
be made pursuant to the offer to purchase, letter of transmittal
and related materials filed as a part of the Schedule TO, in each
case as amended from time to time. Stockholders should read
carefully the offer to purchase, letter of transmittal and related
materials. as filed and as may be amended from time to time,
because they contain important information, including the various
terms of, and conditions to, the Offer. Stockholders will be able
to obtain a free copy of the tender offer statement on Schedule TO,
the offer to purchase, letter of transmittal and other documents
that GAIN will be filing with the SEC at the SEC's website at
www.sec.gov or from GAIN's website at www.gaincapital.com. In
addition, free copies of these documents may be obtained by
contacting D.F. King & Co., Inc., the information agent for the
Offer, toll free at (800) 735-3591.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995.
Additionally, statements regarding operating results for future
years, growth in operating results and the factors contributing to
future operating results; the resolution of licensing disputes and
the impact and timing thereof; expected market, industry,
geographic and organic growth and trends; future serviceable
addressable market size and growth; anticipated contributions from
and growth in new opportunities; benefits from planned cost
reductions; technology and product leadership and trends; GAIN's
positioning to benefit from any of the above; potential benefits
and upside to GAIN's stockholders related to any of the above; and
the regulatory process and regulatory uncertainty are
forward-looking statements. Words such as "anticipate," "believe,"
"estimate," "expect," "forecast," "intend," "may," "plan,"
"project," "predict," "should," "will" and similar expressions are
intended to identify such forward-looking statements. These
statements are based on GAIN's current expectations or beliefs, and
are subject to uncertainty and changes in circumstances. Actual
results may differ materially from those expressed or implied by
the statements herein due to changes in economic, business,
competitive, technological, strategic and/or regulatory factors,
and other factors affecting the operations of GAIN. More detailed
information about these factors may be found in GAIN's filings with
the SEC, including those discussed in GAIN's most recent Annual
Report on Form 10-K and in any subsequent periodic reports on Form
10-Q and Form 8-K, each of which is on file with the SEC and
available at the SEC's website at www.sec.gov. SEC filings for GAIN
are also available in the Investor Relations section of GAIN
website at www.gaincapital.com. GAIN is not obligated to update
these forward-looking statements to reflect events or circumstances
after the date of this document. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of their dates.
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SOURCE GAIN Capital Holdings, Inc.