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Breaking Forex Industry News…. US-based Gain Capital (NYSE:GCAP), which owns and operates the retail Forex.com and institutional GTX brands, has announced the acquisition of London-based financial spreadbetting firm City Index.
Gain Capital is paying a total of $118 million, although from a cash perspective it will come out ahead by about $16 million. City Index has about $36 million of cash on its books, while the purchase price will consist of $20 million in cash, $60 million of convertible notes and the issuance of approximately 5.3 million Gain shares (worth about $38 million). The total purchase price of $118 million represents a $28 million premium above City Index’s book value as of September 30, 2014.
Some quick stats on City Index, and what exactly Gain Capital is getting for its $118 million:
- monthly trading volume of $73 billion
- $124.8 million in revenue (year to September 30, 2014) – note that revenues have been steadily declining at City Index, down from $151 million in 2013 and $169 million in 2012
- $10.7 million in EBITDA
- 103,761 funded retail accounts
- $344 million in customer assets (down from $400 million at year-end 2013)
In addition to giving Gain Capital a major stake in the UK online trading market, where City Index earns more than half its revenues, the acquisition of City Index also gives Gain a major boost in Asia – the APAC region accounts for more than a third of revenues at City Index, including 26% from China.
The deal is the latest in a string of consolidation activity in the Forex sector, but the first one involving a major UK online broker. Gain Capital bought US rival GFT last year for $28 million.
GAIN Capital to Acquire City Index and Announces Record Preliminary Third Quarter Results
– Transaction creates global leader in FX/CFD trading, with over 235,000 funded accounts, $1.2 billion in customer assets and $3.1 trillion in annual trading volume –
– Transaction adds significant scale to GAIN’s retail business –
– Results in estimated operating synergies of $45 million-$55 million within two years –
– Preliminary third quarter 2014 results include record revenues of $103 million, up 69% –
– Adjusted EBITDA* of $26.6 million, up 120%; 26% adjusted EBITDA Margin* –
– Net income of $14.7 million, or $0.32 per share, up from $5.6 million or $0.14 per share –
(*See below for reconciliation of non-GAAP financial measures)
BEDMINSTER, N.J., Oct. 31, 2014 /PRNewswire/ — GAIN Capital Holdings, Inc. (NYSE: GCAP, “GAIN”), today announced that it has entered into a definitive agreement to acquire City Index (Holdings) Limited (“City Index”), a leading online trading firm specializing in contracts-for-difference (CFDs), forex and UK spread betting, for approximately $118 million1, or a net purchase price of $82 million, including $36 million in cash on the company’s balance sheet.
The combination of GAIN Capital and City Index creates a global leader in online trading, operating two market-leading brands in GAIN’s FOREX.com, a top retail forex brand globally, and City Index, a premier CFD and spread bet brand. The combined company will service 235,000 retail customers in over 180 countries with annual trading volumes of more than $3 trillion.
“The acquisition of City Index advances our growth strategy, creating scale for our retail business and accelerates the development of our innovative trading technology,” said Glenn Stevens, GAIN’s chief executive officer. “The combination will result in a balanced mix of customer volume, with approximately 61% of retail volume coming from FX and 39% from CFD trading/UK spread betting in other asset classes such as equities, indices and commodities. We look forward to leveraging the City Index brand in key markets and working with the team at City Index, who share our commitment to creating a superior customer experience.”
“This transaction is a landmark moment in City Index’s 30-year history as a leader in retail trading,” said Mark Preston, City Index’s Chairman and Chief Executive. “The combination of GAIN’s unrivalled leadership in global foreign exchange with City Index’s internationally-recognized CFD business creates a world-class industry leader, providing the scale and capability to deliver the ultimate trading experience to our clients around the world. The combined business will also offer greater opportunities for City Index’s management and staff to flourish in a global business.”
Founded in London in 1983 as one of UK’s first spread betting companies, City Index is today one of the world’s leading providers of CFDs, forex and UK spread betting, offering more than 10,000 products across equity, index, FX, commodity and bond CFDs and spread bets. City Index is majority owned by IPGL, the private holding company for the interests of Michael Spencer, Founder and Chief Executive of ICAP plc, the global markets operator.
“I am very pleased we have been able to agree to this transaction, which brings benefits for everyone,” saidMichael Spencer. “I believe GAIN is an outstanding company and will be able to move City Index to the next level, by leveraging its broad array of trading products and services onto a global platform. We believe this combination will enhance GAIN’s leadership position in the FX/CFD industry by putting together two highly complementary companies to create significant value for customers and stakeholders. This is the latest example of the way that IPGL is able to invest actively in businesses over the long term to support their growth and development.”
For the 12 month period ended September 30, 2014, City Index generated $124.8 million in revenue and $10.7 million in adjusted EBITDA. It had approximately 104,000 funded retail accounts and $344 million in customer assets as of September 30, 2014.
The combined company will have pro forma client assets of approximately $1.2 billion, and trailing twelve month revenues and adjusted EBITDA, for the period ended September 30, 2014, of $462 million and $61 million, respectively. GAIN has identified $45 million – $55 million of fixed operating expense synergies, relative to the combined company’s trailing twelve-month expenses, and expects to begin realizing theses synergies promptly after closing with full integration achieved over the ensuing 18-24 months. GAIN expects for this acquisition to become highly accretive over this time period and anticipates achieving accretive results by the fourth quarter following closing.
The transaction follows the successful acquisition and integration of GFT, which closed in September 2013, where GAIN Capital achieved approximately $40 million of run rate expense synergies.
City Index clients will not see any immediate impact to the customer service they receive, their account administration or how they trade. All clients will receive more detailed information about the benefits the combined company can offer them, once the acquisition is completed.
Terms of the Transaction
The purchase price will consist of $20 million in cash, $60 million of convertible notes and the issuance of approximately 5.3 million GAIN shares. The total purchase price of $118 million represents a $28 million premium above City Index’s book value as of September 30, 2014.
In addition to the $36 million of cash on its books as of September 30, 2014, City Index also has $65 million of net operating losses which can be carried forward following the closing of the transaction.
The transaction is subject to approval by GAIN Capital stockholders, regulatory approvals and customary closing conditions. The deal is expected to close in the first quarter of 2015.
Jefferies LLC is serving as exclusive financial advisor to GAIN Capital. Keefe, Bruyette & Woods, A Stifel Company is serving as financial advisor to IPGL. Davis Polk & Wardwell advised GAIN Capital on U.S. and UKlegal matters. Macfarlanes advised IPGL and City Index on UK legal matters and Kirkland & Ellis advised IPGL and City Index on U.S. legal matters.
City Index Acquisition Conference Call
GAIN will host a conference call today, Friday, October 31, 2014 at 8.00 a.m. ET. Participants may access the live call by dialing + 1-866-652-5200 (U.S. domestic), or + 1-412-317-6060 (international).
A live audio webcast of the call and a copy of the accompanying presentation will also be available on the Investor Relations section of the GAIN website (https://ir.gaincapital.com). A PDF copy of the presentation will also be available on the Investor Relations website.
An audio replay will be made available for one month starting approximately two hours after the call by dialing + 1-877-344-7529 in the U.S. or + 1-412-317-0088 from abroad, and entering passcode 10055502#
Preliminary Third Quarter Results
GAIN Capital also announced today preliminary results for the third quarter ended September 30, 2014. Net revenues for the third quarter ended September 30, 2014 were a record $102.8 million, an increase of 69% from$60.8 million from a year earlier. Adjusted EBITDA for the period was $26.6 million, an increase of 120% from$12.1 million from a year earlier. Net income was $14.7 million, or $0.32 per diluted share, up 163% from $5.6 million, or $0.14 per diluted share a year earlier. Cash earnings per share, which reflect earnings per share less the impact of depreciation and amortization, purchased intangible amortization and non-cash interest was $0.40per diluted share, an increase of 124% from a year earlier. The Company will review its full third quarter results on Thursday November 6, 2014 during a conference call scheduled for 8:00 a.m. Details for the conference call with be forthcoming.
About GAIN Capital
GAIN Capital Holdings, Inc. (NYSE: GCAP) provides innovative 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. GAIN Capital is headquartered in Bedminster, New Jersey, with a global presence across North America, Europe and the Asia Pacific regions. For further company information, visit www.gaincapital.com
About City Index
City Index (Holdings) Ltd. is a global provider of retail trading services including spread betting (UK only), CFDs and margin forex. Established in 1983, the firm trades primarily under the City Index, Finspreads, FX Solutions and IFX Markets brands with core markets in the UK, Middle East and the Asia Pacific.
For further company information, visit www.cityindex.co.uk