Item 8.01 Other Events.
On May 1, 2020, GAIN Capital Holdings, Inc.,
a Delaware corporation (“GAIN”) filed with the U.S. Securities and Exchange Commission (the “SEC”) GAIN’s
definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) in connection with the previously announced
Agreement and Plan of Merger, dated as of February 26, 2020 (the “Merger Agreement”) with INTL FCStone Inc., a Delaware
corporation (“INTL”) and Golf Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of INTL (“Merger
Sub”) (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with
and into GAIN, with GAIN surviving the merger as a wholly owned subsidiary of INTL (the “Merger”).
On May 14, 2020, Peter Quick and Chris
Sugden, two members of GAIN’s board of directors (the “GAIN board”), informed the GAIN board that they no
longer supported the Merger. It is Messrs. Quick and Sugden’s belief that, in light of the performance of GAIN
following the signing of the Merger Agreement (as described in the section of the Definitive Proxy Statement entitled
“Subsequent Developments – Description of Subsequent Developments”), the merger consideration of $6.00 per
share in cash, without interest, no longer reflects the long term value of GAIN. Messrs. Quick and Sugden joined Alex Goor in
voting against recommending that the stockholders adopt the Merger Agreement. Messrs. Quick, Sugden and Goor determined that
the positive factors set forth in the sections entitled “GAIN’s Reasons for the Merger’’ beginning on
page 38 of the Definitive Proxy Statement and “Reasons for Recommendation Following Subsequent Developments”
beginning on page 42 of the Definitive Proxy Statement, were outweighed by the countervailing factors in the same
sections.
Also on May 14, 2020, after careful consideration,
the GAIN board, by a vote of five to three, reaffirmed its recommendation that the stockholders adopt the Merger Agreement.
The GAIN board considered a number of factors in determining to continue to recommend that the stockholders adopt the Merger Agreement
including all the factors set forth in the section entitled ‘‘GAIN’s Reasons for the Merger’’ beginning
on page 38 of the Definitive Proxy Statement, together with the additional factors set forth in the section entitled “Reasons
for Recommendation Following Subsequent Developments” beginning on page 42 of the Definitive Proxy Statement. The majority of the GAIN board determined that the positive factors set forth in the aforementioned
sections outweighed the countervailing factors set forth in the same sections.
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.
Additional Information and Where to Find it
On May 1, 2020, GAIN filed the definitive
proxy statement on Schedule 14A with the SEC. Additionally, GAIN plans to file other relevant materials with the SEC in connection
with the proposed transaction. This material is not a substitute for the definitive proxy statement or any other document which
GAIN may file with the SEC. The definitive proxy statement has been sent or given to the stockholders of GAIN and contains important
information about the proposed transaction and related matters. INVESTORS IN AND SECURITY HOLDERS OF GAIN ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR WILL BE FURNISHED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTION, RELATED MATTERS AND THE PARTIES TO THE TRANSACTION. The materials filed by GAIN with the SEC may be obtained
free of charge at the SEC’s website at www.sec.gov or in the “Investor Relations” section of GAIN’s website
at www.gaincapital.com.
Participants in Solicitation
GAIN and its directors and certain of its
executive officers may be considered participants in the solicitation of proxies from GAIN’s stockholders in connection with
the proposed transaction. Information about the directors and executive officers of GAIN is set forth in its Annual Report on Form
10-K for the year ended December 31, 2019, which was filed with the SEC on March 16, 2020 and its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on April 29, 2020. These documents can be obtained free of charge
from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant
materials in connection with the transaction to be filed with the SEC when they become available.