GAIN Capital Holdings, Inc.

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Ademi & O’Reilly, LLP is investigating GCAP (NYSE: GCAP) for possible breaches of fiduciary duty and other violations of the law in connection with the sale to INTL FCStone.

Ademi & O’Reilly, LLP alleges GCAP’s financial outlook is improving and yet shareholders will receive only $6.00 per share, representing approximately $236 million in equity value. The merger agreement unreasonably limits competing bids for GCAP by prohibiting solicitation of further bids, and imposing a termination penalty if GCAP accepts a superior bid. GCAP insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of GCAP’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for GCAP.