StoneX estimates $20.1M of GAIN Capital’s acquisition consideration remains payable
StoneX Group Inc. (NASDAQ:SNEX), the owner of Forex brands such as FOREX.com and City Index, has filed its latest 10-K report with the Securities and Exchange Commission (SEC).
The document, inter alia, sheds light on StoneX’s post-acquisition commitment regarding the deal with GAIN Capital which was formally completed in the summer of 2020.
In its 10-K report, StoneX explains that, subsequent to the Gain Capital Holdings, Inc acquisition date of July 30, 2020, holders of 3.6 million shares of Gain common stock outstanding at the Gain acquisition date who did not vote to approve the merger purportedly demanded appraisal rights pursuant to Section 262 of the Delaware General Corporation Law in the Court of Chancery of the State of Delaware.
As of September 30, 2023, $20.1 million of merger consideration, based upon approximately 3.4 million Dissenting Shares and assuming a right to receive $6.00 per share at the acquisition date, remains payable. Any subsequent settlement with the Dissenting Holders in excess of this amount will be considered the settlement of a post-acquisition contingency to be included in StoneX’s post-acquisition Consolidated Income Statements.
As FNG has reported, StoneX closed the acquisition of GAIN Capital in July 2020.
The transaction paid GAIN Capital shareholders $6 per share in cash, for a total deal value of $236 million.