DALLAS, March 26, 2017 /PRNewswire/ -- MoneyGram (NASDAQ:
MGI) today announced that it has entered into an Acceptable
Confidentiality Agreement with Euronet Worldwide, Inc. ("Euronet")
(NASDAQ: EEFT) so that it can further consider Euronet's
unsolicited proposal made on March 14,
2017 to acquire all of the outstanding shares of MoneyGram
Common Stock and Preferred Stock for $15.20 per share in cash on an as-converted basis
(the "Euronet Proposal").
As previously announced on March 20,
2017, MoneyGram's board of directors, after consultation
with its outside legal and financial advisors, determined that the
unsolicited Euronet proposal could reasonably be expected to result
in a "Company Superior Proposal" as defined in MoneyGram's merger
agreement with Ant Financial Services Group ("Ant Financial").
MoneyGram noted at that time that the determination by its board of
directors allows MoneyGram to take certain actions, in accordance
with the procedures set forth in the merger agreement with Ant
Financial, to further consider the Euronet Proposal, including
engaging in discussions with Euronet subject to entry into an
Acceptable Confidentiality Agreement with Euronet pursuant to such
merger agreement.
As previously announced on January 26,
2017, MoneyGram entered into a definitive agreement with Ant
Financial Services Group under which MoneyGram will merge with Ant
Financial, with stockholders of MoneyGram being offered
$13.25 per share in cash.
MoneyGram remains subject to the merger agreement with Ant
Financial. In connection with its approval of that merger
agreement, MoneyGram's board of directors determined to recommend
that MoneyGram stockholders approve the merger agreement. The
MoneyGram board of directors has not changed its recommendation in
support of the merger agreement, nor is the MoneyGram board of
directors making any recommendation with respect to the Euronet
Proposal. There can be no assurance that the board of directors
will ultimately determine that the Euronet Proposal is a Company
Superior Proposal, that the terms of any transaction will be the
same as those reflected in the Euronet Proposal or that any
transaction with Euronet will be agreed to or consummated.
BofA Merrill Lynch is serving as financial advisor to MoneyGram
and Vinson & Elkins LLP is serving as its legal advisor.
About MoneyGram
MoneyGram is a global provider of innovative money transfer
services and is recognized worldwide as a financial connection to
friends and family. Whether online, or through a mobile device, at
a kiosk or in a local store, we connect consumers any way that is
convenient for them. We also provide bill payment services, issue
money orders and process official checks in select markets. More
information about MoneyGram International, Inc. is available at
moneygram.com.
Forward-Looking Statements
This press release contains forward-looking statements which are
protected as forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect MoneyGram's current beliefs,
expectations or intentions regarding future events. Words such as
"may," "will," "could," "should," "expect," "plan," "project,"
"intend," "anticipate," "believe," "estimate," "predict,"
"potential," "pursuant," "target," "continue," and similar
expressions are intended to identify such forward-looking
statements. The statements in this press release that are not
historical statements are forward-looking statements within the
meaning of the federal securities laws, including, among other
things, statements regarding the Euronet proposal and the MoneyGram
board of directors' review thereof, any future determination by the
MoneyGram board of directors, the likelihood of the merger with Ant
Financial being consummated, and the likelihood of the Euronet
Proposal resulting in a definitive agreement on the terms thereof
or at all. These statements are subject to numerous risks and
uncertainties, including the risk that Euronet may withdraw or
modify the terms of its proposal, many of which are beyond
MoneyGram's control, which could cause actual results to differ
materially from the results expressed or implied by the
statements.
Additional Information for Stockholders.
In connection with the proposed merger with Ant Financial,
MoneyGram has filed a preliminary proxy statement and will file a
definitive proxy statement and other materials with the Securities
and Exchange Commission (the "SEC"). In addition, MoneyGram may
also file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT HAVE
BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the
proxy statement(s) (when available) and other documents filed with
the SEC by the Company, at the Company's website,
corporate.moneygram.com, or at the SEC's website, www.sec.gov. The
proxy statement(s) and other relevant documents may also be
obtained for free from the Company by writing to MoneyGram
International, Inc., 2828 North Harwood Street, 15th Floor,
Dallas, Texas 75201, Attention:
Investor Relations.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed
transaction. Information about the directors and executive officers
of the Company is set forth in the Proxy Statement on Schedule 14A
for the 2016 annual meeting of stockholders for the Company, which
was filed with the SEC on April 4,
2016. This document can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the preliminary proxy statement and will be
contained in the definitive proxy statement and other relevant
materials to be filed with the SEC when they become available.
MoneyGram Contact
Michael Freitag / Joseph Sala / Viveca
Tress
Joele Frank, Wilkinson Brimmer
Katcher
Phone: 212 355 4449
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SOURCE MoneyGram