Global Brokerage Inc. (GLBR)

[mlkrborn]

Gain Capital: FXCM (FXCM) proposes acquisition of Gain Capital for $5.35 per share (GCAP) 4.27 : FXCM (FXCM) announced it is proposing to merge with and acquire Gain Capital Holdings (GCAP). The proposed transaction would give Gain shareholders 0.3996 shares of FXCM Class A common stock for each share of Gain common stock. Based on FXCM's closing price of $13.39 on Monday, April 8, 2013, this results in an offer price of $5.35 per share of Gain common stock, which in aggregate would represent $210.4 mln in total value. This price represents a 25% premium to Gain's closing share price on April 8, 2013. FXCM is also prepared to offer up to $50 mln in cash consideration in lieu of FXCM shares.

Proposed Acquisition Highlights:

Would create an industry leader with potentially significant benefits of improved scale economics
Pro forma 2012 revenues of ~$569 mln, client assets of ~$1.6 bln and estimated post-synergy run-rate Adjusted EBITDA of between ~$163 and ~$183 mln
Potential significant operating synergies which can potentially drive between $50 and $70 mln in incremental run-rate EBITDA once integration is complete
Potential capital synergies could result in the release of between $80 and $100 mln in currently restricted cash
Projected to be accretive in 2014 after excluding one-time restructuring cost