GAIN Capital's Board of Directors Adopts Stockholder Rights Plan
-Plan provides Board opportunity to carefully evaluate FXCM proposal and
consider alternatives to maximize shareholder value-
BEDMINSTER, N.J., April 9, 2013
BEDMINSTER, N.J., April 9, 2013 /PRNewswire/ --GAIN Capital Holdings, Inc.
(NYSE: GCAP, "the Company") announced today that its Board of Directors has
adopted a stockholder rights plan. The rights plan is designed to reduce the
likelihood that a potential acquirer would gain control of the Company by open
market accumulation or other tactics without paying an appropriate premium for
all of the company's shares.
The stockholder rights plan allows the Board to fully consider and evaluate an
unsolicited proposal and provides an appropriate opportunity to consider
alternatives to maximize stockholder value.
Under the plan, Rights will be distributed as a dividend at the rate of one
Right for each share of common stock of the company held by stockholders of
record at the close of business on April 22, 2013. Each Right will entitle
stockholders to buy, upon occurrence of certain events, one one-hundredth of a
share of a new series of participating preferred stock at an exercise price of
The Rights generally will be exercisable only if a person or group acquires
beneficial ownership of 15% or more of the company's common stock, or
commences a tender or exchange offer that, upon consummation, would result in
a person or group owning 15% or more of the company's common stock, subject to
Under certain circumstances the new Rights are redeemable at a price of $0.01
per Right. Unless earlier exchanged, redeemed, amended or exercised, the
Rights will expire on April 9, 2016.
Details of the rights plan, including a copy of the rights plan, will be filed
with the SEC and will be accessible via the EDGAR database on the SEC's
website at www.sec.gov.
About GAIN Capital
GAIN Capital Holdings, Inc. (NYSE: GCAP) is a global provider of online
trading services. GAIN's innovative trading technology provides market access
and highly automated trade execution services across multiple asset classes,
including foreign exchange (forex or FX), contracts for difference (CFDs) and
exchange-based products, to a diverse client base of retail and institutional
Through our retail brand, FOREX.com, we provide retail traders around the
world with access to a variety of global OTC financial markets, including
forex, precious metals and CFDs on commodities and indices. GAIN Capital also
operates GTX, a fully independent FX ECN for hedge funds and institutions;
Open eCry (OEC), an innovative online futures broker; and GAIN Securities,
Inc. (member FINRA/SIPC) a licensed U.S. broker-dealer.
GAIN Capital and its affiliates have offices in New York City; Bedminster, New
Jersey; London; Sydney; Hong Kong; Tokyo; Singapore; Beijing; and Seoul.
For further company information, visit www.gaincapital.com
SOURCE GAIN Capital Holdings, Inc.
Contact: Investor Relations Contact, Hugh Collins and Lynn Morgen, MBS Value
Partners, +1 212.750.5800, firstname.lastname@example.org; Media Contact, Chris Mittendorf,
Edelman for GAIN Capital, +1 212.704.8134, email@example.com
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