According to the Complaint, GAIN Capital Holdings, Inc. provides 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.
This action stems from a proposed transaction announced on February 27, 2020, pursuant to which GAIN Capital Holdings, Inc. will be acquired by INTL FCStone Inc.
On February 26, 2020, GAIN Capital’s Board of Directors caused the Company to enter into an agreement and plan of merger with INTL FCStone. Pursuant to the terms of the Merger Agreement, GAIN Capital’s stockholders will receive $6.00 in cash for each share of GAIN Capital common stock they own.
On April 10, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Specifically, the Complaint alleges the Proxy Statement fails to disclose: (i) all line items used to calculate (a) EBITDA (for both the June 2019 and September 2019 Projections), (b) Adjusted EBITDA, and (c) Unlevered Free Cash Flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.