GAIN Capital Holdings, Inc. announced via a regulatory filing on Thursday that two members of its Board of Directors, Peter Quick and Chris Sugden, no longer support the merger with INTL FCStone Inc.
As FortuneZ reported, in February, INTL FCStone Inc. announced that it had entered into a definitive agreement to acquire GAIN Capital Holdings, Inc. The deal as it stands will see INTL FCStone buy GAIN for $6 per share in an all-cash transaction. This represents approximately $236 million in equity value.
However, Quick and Sugden believe that in light of the performance of GAIN since the signing of the Merger Agreement, which puts the company’s value at $6 per share, is no longer reflective of the long term value of GAIN Capital.
Now, there are three Directors who are not in favour of the merger, with Quick and Sugden joining Alex Goor, who all voted against recommending that the stockholders adopt the Merger Agreement. Following the acquisition, GAIN would become a wholly-owned subsidiary of INTL FCStone.
GAIN Capital reaffirms recommendation for merger
Nonetheless, they were outvoted, with the GAIN Board voting for the merger, five to three, on the 14th of May 2020. Therefore, the company has 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 document filed through the Securities and Exchange Commission (SEC) said.
“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.”