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Euronet Worldwide Proposes to Acquire MoneyGram

Wednesday, March 29, 2017

by Euronet Worldwide

Offer Represents an Approximately 15% Premium Over MoneyGram's Existing Agreement with Ant Financial and a Premium Of Approximately 28% to the Company's Closing Price on the Day Prior to the Ant Financial Transaction Announcement

Clearly Superior Offer Provides Significant Benefits to MoneyGram Shareholders Including Certainty to Closing with No CFIUS Requirement and No Closing Condition Related to Receipt of Money Transmitter Licenses

Compelling Strategic Rationale for Future Value Creation, Including Increased Customer Choice Through Complementary Product Offerings

Expected Cost Synergies of Approximately $60 Million in the Second Year Post Close

Meaningful Accretion to Adjusted Earnings Post Close

LEAWOOD, Kan., March 14, 2017 (GLOBE NEWSWIRE) -- Euronet Worldwide, Inc. ("Euronet" or the "Company") (NASDAQ:EEFT), a leading electronics payments provider, today announced that Euronet has made a proposal to acquire all shares outstanding of MoneyGram International, Inc. ("MoneyGram") (NASDAQ:MGI) for $15.20 in cash for each share of MoneyGram Common Stock and MoneyGram Preferred Stock on an as-converted basis, valuing the company at more than $1 billion, in addition to the assumption of approximately $940 million of MoneyGram's debt outstanding. The combination of these highly complementary businesses would create a very well-positioned global payments company that would benefit customers and employees in the United States and around the world.

The proposal represents a premium of approximately 15% over the Ant Financial Services Group ("Ant Financial") offer and a premium of 28% over the closing price of $11.88 for MoneyGram stock on the final day of trading prior to the transaction announcement on January 26, 2017. The offer also represents a premium of approximately 38% to MoneyGram's volume weighted average share price over the three month period prior to the Ant Financial transaction announcement.  The proposal offers stockholders a clear and significantly more certain path to a faster closing with no required review by the Committee on Foreign Investment in the United States ("CFIUS") and no closing condition related to securing change of control consents covering money transmitter licenses in the jurisdictions in which MoneyGram operates.

In addition to the compelling value to stockholders, a combination of Euronet and MoneyGram would create substantial benefits for all customers, agents, employees and stakeholders.

  • Positioned For Growth - Both companies have highly complementary distribution channels that will best position the combined business to grow in the highly fragmented global money transfer industry that is projected by the World Bank to expand by 4% annually over the next two years.  MoneyGram's focus on large retailers and national post offices combined with Euronet's focus on independent agents and its broad set of consumer payment solutions will create a leading value proposition for customers worldwide.  Furthermore, Euronet believes the companies' combined core strengths will accelerate their respective digital platform growth initiatives.
     
  • Proven & Collaborative Management Team - Euronet's experienced and disciplined leadership team has long respected the MoneyGram team and is ready to work together to drive incremental growth for the combined business.  Since the acquisition of Ria in 2007, Euronet has grown its money transfer segment from just more than $200 million in pro forma revenue to over $800 million, a CAGR of 16%. Euronet has a proven track record of successfully integrating more than 35 acquisitions and, more significantly, four money transfer businesses, including Ria, IME, HiFX and XE. In addition, over the same time period, Euronet has continued to invest in its money transfer operations, growing employee headcount at a 12% CAGR to support a seven-fold increase in agents while also expanding Pro Forma Adjusted EBITDA margin over 325 basis points.
     
  • Commitment to Compliance - Both Euronet and MoneyGram understand the requirements for robust compliance in the money transfer industry are only increasing as the market continues to expand globally and venture into new digital platforms.  Euronet has an impeccable record of compliance since its founding in 1994 and, together, both companies would give global customers and regulators confidence through a best-in-class compliance program.

Advisors

Wells Fargo Securities, LLC is serving as financial advisor for Euronet, and Gibson, Dunn & Crutcher LLP is acting as legal advisor.

About Euronet Worldwide, Inc.

Euronet Worldwide is an industry leader in processing secure electronic financial transactions. The Company offers payment and transaction processing solutions to financial institutions, retailers, service providers and individual consumers. These services include comprehensive ATM, POS and card outsourcing services, card issuing and merchant acquiring services, software solutions, cash-based and online-initiated consumer-to-consumer and business-to-business money transfer services, and electronic distribution of prepaid mobile phone time and other prepaid products.

Euronet's global payment network is extensive - including over 35,000 ATMs, approximately 163,000 EFT POS terminals and a growing portfolio of outsourced debit and credit card services which are under management in 53 countries; card software solutions; a prepaid processing network of approximately 661,000 POS terminals at approximately 305,000 retailer locations in 35 countries; and a global money transfer network of approximately 317,000 locations serving 146 countries. With corporate headquarters in Leawood, Kansas, USA, and 61 worldwide offices, Euronet serves clients in approximately 160 countries. For more information, please visit the Company's website at www.euronetworldwide.com.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP measure that is defined as net income excluding interest, income tax expense, depreciation, amortization, share-based compensation expenses and other non-operating or non-recurring items that are considered expenses or income under U.S. GAAP. Adjusted EBITDA represents a performance measure and is not intended to represent a liquidity measure. Non-GAAP measures may not be comparable to similarly titled non-GAAP measures used by other companies and should be used in addition to, and not a substitute for, measures computed in accordance with U.S. GAAP. See slides 15-17 in our investor presentation included as Exhibit 99.2 to our Form 8-K dated March 14, 2017 for a reconciliation of non-GAAP items to their most directly comparable U.S. GAAP financial measure.

Note on forward-looking statements

This press release contains "forward-looking statements" related to the proposed transaction between Euronet and MoneyGram, including, but not limited to, statements regarding the benefits of the transaction and the timing of the transaction as well as statements regarding the companies' services and markets. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including the following, among others: MoneyGram and Euronet may not sign a definitive merger agreement on the terms outlined in the document or at all; MoneyGram's stockholders may not approve the transaction; closing of the transaction may not occur or may be delayed; expected synergies and other financial benefits of the transaction may not be realized; integration of the acquisition post-closing may not occur as anticipated; litigation related to the transaction or limitations or restrictions imposed by regulatory authorities may delay or negatively impact the transaction; unanticipated restructuring costs may be incurred or undisclosed liabilities assumed; attempts to retain key personnel and customers may not succeed; actions by competitors may negatively impact results; and, there may be negative changes in general economic conditions in the regions or the sectors in which Euronet and MoneyGram operate. In addition, please refer to the documents that Euronet and MoneyGram have filed with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this press release. Any forward-looking statements made in this press release speak only as of the date of this press release. Readers are cautioned not to put undue reliance on forward-looking statements, and Euronet assumes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.

 

Media Contacts



Abernathy MacGregor

Tom Johnson, Patrick Tucker or Cia Williams

(212) 371-5999

tbj@abmac.com

pct@abmac.com

cew@abmac.com



Investor Contacts



Euronet Worldwide

Stephanie Taylor

Director of Financial Planning & IR

(913) 327-4221

staylor@euronetworldwide.com

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Source: Euronet Worldwide, Inc.

 

 

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