GAIN Capital — Merger or Acquisition (May 2020)
10 slides from GAIN Capital's merger presentation, May 15, 2020
Slide 1: Investor Presentation May 15, 2020
Investor Presentation May 15, 2020
Slide 2: Safe Harbor Statement
2 SAFE HARBOR STATEMENT Forward Looking Statements In addition to historical information, this presentation 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 include
Slide 3: Company Overview
3 COMPANY OVERVIEW GAIN Capital is a global provider of trading services and solutions offering over 15,000 financial instruments, including spot foreign exchange, precious metals, CFDs and exchange - traded futures and options on futures. The company was formed in 1999 and has been publicly listed
Slide 4: Transaction Provides Significant Opportunity for Realization of Stockholder Value
TRANSACTION PROVIDES SIGNIFICANT OPPORTUNITY FOR REALIZATION OF STOCKHOLDER VALUE 4 INTL FCStone Inc. (“INTL”) to acquire GAIN Capital Holdings, Inc. (“GAIN”) for $6.00 per share in cash • All cash offer at a 70% premium over GAIN’s closing share price on February 26, 2020 1 and a 60% premium to GAI
Slide 5: Transaction Summary
TRANSACTION SUMMARY 5 Offer Price Form of Consideration & Financing Timing / Approvals Voting Agreements • 100% cash consideration • No financing contingency • Expected to close mid - 2020 • Subject to receipt of required regulatory approvals (HSR already obtained) • Certain GAIN stockholders (Vanta
Slide 6: Benchmarking of Offer Premium
7 % 14 % 25 % 21 % 18 % 14 % 0 % 0 % 0 % 0 % 0 % 5% 1 0 % 1 5 % 2 0 % 2 5 % 3 0 % 0% < 0% 0% - 10% 10% - 20% 20% - 30% 30% - 40% 40% - 50% 50% - 60% 60% - 70% 70% - 80% 80% - 90% > 90% 7 % 14 % 18 % 21 % 25 % 7 % 4 % 4 % 0 % 0 % 0 % 0% 5% 1 0 % 1 5 % 2 0 % 2 5 % 3 0 % < 0% 0% - 10% 10% - 20% 20% - 3
Slide 7: Reasons for Board Recommendation: Now Is the Right Time to Enter into a Transaction
REASONS FOR BOARD RECOMMENDATION 7 Now Is the Right Time to Enter into a Transaction to Maximize Stockholder Value • Board belief: merger more favorable to GAIN’s stockholders than remaining a standalone independent company • Risks and challenges to GAIN’s business create substantial execution risks
Slide 8: Reasons for Board Recommendation: Lengthy and Thorough Auction Process
REASONS FOR BOARD RECOMMENDATION 8 Lengthy and Thorough Auction Process • Strategic review process lasting more than 1 year leading up to signing of merger agreement with INTL on February 26, 2020 • 108 potential bidders contacted (in addition to INTL) by GAIN and/or GCA Advisors (financial advisor
Slide 9: Subsequent Developments Following Signing of Merger Agreement
SUBSEQUENT DEVELOPMENTS FOLLOWING SIGNING OF MERGER AGREEMENT 9 • Significant improvement in GAIN’s financial performance following signing of merger agreement, primarily due to extraordinary developments resulting from COVID - 19 global pandemic • GAIN board considered range of factors in determini
Slide 10: Selected Wall Street Research Commentary Following Signing
SELECTED WALL STREET RESEARCH COMMENTARY FOLLOWING SIGNING 10 “The $6 purchase price represents 1.12x of TBV, and 27.3x and 14.3x times our 2020 (our GCAP estimated EPS of $0.22 & ADNV of $7.9 bn) and 2021 (our GCAP estimated EPS of $0.42 & ADNV of $8.5 bn) estimates, respectively. Ultimately as a r
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