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Published on 7/2/2009 in the Prospect News Special Situations Daily.

International Assets, FCStone Group to merge in all-stock transaction

By Lisa Kerner

Charlotte, N.C., July 2 - International Assets Holding Corp. and FCStone Group, Inc. agreed to combined in a share swap to create a combined company with a market capitalization of approximately $260 million, it was announced on Thursday.

FCStone common shareholders will receive 0.2950 of a share of International Assets common stock for each share they own.

Once the merger is complete, International Assets' current stockholders will own about 52.5% of International Assets and FCStone's current stockholders will own the remaining approximately 47.5%, the companies said.

Both companies' boards of directors unanimously approved the deal, which is expected to close in the fourth quarter of 2009.

A $4.9 million termination fee is included as part of the merger agreement, according to a form 8-K filed with the Securities and Exchange Commission.

"FCStone's exchange and OTC platforms combined with our geographic diversity and strong and liquid capital base create immediate growth opportunities for the merged company, while the expansion of both companies' customer bases will drive value creation over time," said Sean O'Connor, who will be chief executive officer of the merged company.

International Assets will continue to list its common stock on the Nasdaq Global Market and trade under the symbol "IAAC." The company was advised by Banc of America Merrill Lynch Securities and Houlihan Lokey.

FCStone, a Kansas City, Mo.-based commodity risk management firm, was advised by BMO Capital Markets.

Based in Altamonte Springs, Fla., International Assets is a financial services company focused on international securities and the commodities markets.

Acquirer:International Assets Holding Corp.
Target:FCStone Group, Inc.
Announcement date:July 2
Price per share:0.2950 share of International Assets
Termination fee:$4.9 million
Expected closing:Fourth quarter of 2009
Stock price of acquirer:Nasdaq: IAAC: $15.74 on July 1
Stock price of target:Nasdaq: FCSX: $4.15 on July 1

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