UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 13,
2007
Euronet
Worldwide, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31648
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74-2806888
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer ID Number)
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4601
College Boulevard, Suite 300
Leawood,
Kansas
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66211
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including area code: (913) 327-4200
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
8.01. Other Events
On
December 13, 2007, Euronet Worldwide, Inc. issued a press release which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
99.1 - Press Release dated December 13,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Euronet
Worldwide, Inc.
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By:
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/s/
Jeffrey
B. Newman
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Jeffrey
B. Newman
Executive
Vice President –
General
Counsel
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Date:
December 13, 2007
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FOR
IMMEDIATE RELEASE
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Contact:
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Investors:
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Media:
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Euronet
Worldwide Inc.
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Sard
Verbinnen & Co
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Shruthi
Fielder
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George
Sard/Jamie Tully
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(913)
327-4225
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(212)
687-8080
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Innisfree
M&A Incorporated
Alan
Miller/Jennifer Shotwell
(212)
750-5833
EURONET
CONFIRMS OFFER TO ACQUIRE MONEYGRAM
FOR
$1.65 BILLION IN EURONET STOCK
Expects
Accretive Combination To Deliver Substantial Immediate
And
Long-Term Value To Shareholders Of Both Companies
Euronet
To Hold Conference Call At 9:00 AM ET Today To Discuss
Proposal
________________________________________________________
Leawood,
KS, December 13, 2007 - Euronet
Worldwide Inc. (Nasdaq: EEFT) today confirmed it delivered a letter to the
Board
of Directors of MoneyGram International, Inc. (NYSE: MGI) on December 4, 2007,
in which Euronet offered to acquire MoneyGram in a tax-free, all-stock
transaction based on a fixed
exchange ratio of 0.6179 Euronet common shares for each
share of MoneyGram. Based on the closing price of Euronet shares on December
4,
the offer is valued at approximately $1.65 billion, or $20.00 per MoneyGram
share, a premium of approximately 43% to the closing price of MoneyGram shares
that day.
Euronet’s
letter provides compelling rationale for the proposed transaction, which Euronet
expects would deliver substantial immediate and long-term
value
for the shareholders of both companies.
Specifically, Euronet believes that the proposed transaction would:
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Create
a powerful new global player in the money transfer business well
positioned to capture share in a highly fragmented
market;
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Expand
the geographic reach of both companies and unlock compelling opportunities
by combining Euronet’s and MoneyGram’s complementary distribution
networks, corridors and agent
bases;
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Enable
the companies to further benefit from the rapid growth of the money
transfer market in key emerging countries, such as China and India;
and
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Generate
double-digit accretion and deliver significant
synergies.
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Presented
below is the full text of the letter
sent to the Board of Directors of MoneyGram:
December
4, 2007
Philip
W.
Milne
Chairman
of the Board and Chief Executive Officer
MoneyGram
International, Inc.
1550
Utica Avenue South, Suite 100
Minneapolis,
MN 55416
Dear
Phil,
I
called
to let you know I would be sending this letter to you and your Board, but was
unable to reach you. My Board and I were disappointed with your rejection of
the
compelling business combination proposal we submitted to you several weeks
ago.
Your refusal to discuss with us the merits of our proposal is not in the best
interest of your shareholders.
We
believe MoneyGram is an attractive business, and a combination with Euronet
would create a powerful new player in the international money transfer business
that would deliver substantial immediate and long-term value for the
shareholders of both companies. As you know, we have highly complementary
distribution networks, corridors and agent locations. The combination we
envision will expand the geographic network of both companies and unlock
compelling opportunities, enabling us to leverage both of our international
efforts and capture rapid growth in global markets.
We
remain
enthusiastic about a business combination between Euronet and MoneyGram, and
we
have enhanced our proposal to enable MoneyGram’s shareholders to participate
even more substantially in the combined enterprise. In addition, we understand
you may be interested in obtaining financing for your business in the near
term
and we are prepared to make available to MoneyGram interim financing in the
context of an agreement on a business combination transaction. We have more
than
$250 million of cash in the bank, and additional funds available from our
existing financing arrangements, and we are prepared to move quickly to put
in
place an interim financing arrangement if you so desire.
I
trust
you will discuss this proposal with your Board, and I will summarize the
principal terms of our proposal so that your Board will have the benefit of
our
thinking and be able to consider it fully:
Price
and Structure: We
are
prepared to offer your shareholders a fixed exchange ratio of 0.6179 shares
of
Euronet common stock per MoneyGram share. Based on Euronet’s closing price
today, this represents value of $20.00 per MoneyGram share (or approximately
$1.65 billion for the fully diluted equity of MoneyGram). Based on today’s
closing prices of Euronet and MoneyGram shares, our offer provides approximately
a 43% current premium for MoneyGram shareholders. Receipt of our shares would
be
tax-free to your shareholders. If the results of our due diligence review
(discussed below) would warrant it, we would be prepared to increase our
proposed offer price.
Due
Diligence:
Our
proposal is, of course, based on having the opportunity to conduct a customary
due diligence review of MoneyGram’s businesses including, specifically, your
investment portfolio (which, based on our conversations, we believe may require
a cash infusion in the very short term). Similarly, because we are offering
our
stock to your
shareholders,
we are prepared to allow you to conduct a customary due diligence review of
our
business.
Under
this proposal, MoneyGram shareholders would own approximately 46% of the
combined company (on a fully converted and diluted basis), enabling them to
benefit from the vast potential of a well-positioned competitor in an attractive
growth business. This proposal would bring together the second and third largest
global send and receive networks. The combined entity would have an extensive
infrastructure serving more than 170 countries that includes approximately
205,000 money transfer agent locations, 370,000 top-up locations, 10,500 ATMs,
and over 80 international banking relationships. Importantly, Euronet’s
complementary network of international banks and retailers would position the
combined entity to further benefit from the rapid growth of the money transfer
market in key emerging countries, such as China and India, which are now as
large as the Mexican market.
Moreover,
even without taking into account the substantial revenue synergies we expect
to
generate, we believe the transaction would yield double-digit accretion to
Euronet’s cash earnings per share beginning in 2008. This would provide
potential value to your shareholders in excess of $20.00 per share.
To
advance our discussions, we propose that we enter into a confidentiality
agreement that would allow us both to conduct our due diligence and to begin
to
negotiate a merger agreement. We are prepared to move forward expeditiously
in
conducting due diligence, negotiating transaction agreements, and working
together to obtain all the requisite regulatory approvals required to close
the
transaction. We believe that, working together, we can reach a definitive
agreement by year-end.
Our
preference is not to make our proposal public, and we expect you would keep
it
confidential. Of course, we reserve the right to discuss our proposal with
your
shareholders should you persist in being unwilling to meet with us to discuss
it.
Our
Board
has unanimously approved the submission of this proposal, and we look forward
to
hearing from you as soon as possible and, in any event, within the next
week.
Very
Truly Yours,
/s/Michael
J. Brown
Michael
J. Brown
Chairman
and Chief Executive Officer
cc:
MoneyGram International Board of Directors
Investor
Conference Call
Euronet
will hold a conference call today at 9:00 a.m. ET for the investment community.
Participants may listen via telephone by dialing 877-407-9210 if calling from
the United States, or 201-689-8049 if dialing from outside of the United States.
Please dial in 10 minutes prior to the start of the call. A telephone replay
will also be available beginning approximately one hour after the event. To
access the replay, please dial 877-660-6853 for
callers within the United States and at 201-612-7415 for
callers outside of the United States and enter account number 286
and
conference
ID number 265748. A
live
audio webcast of the call also will be available and archived on the company's
website at www.euronetworldwide.com or via http://www.vcall.com/IC/CEPage.asp?ID=124182.
The
investor presentation will be available for download at the start of the call
on
the company’s website at www.eeft.com/investors/library/presentations.asp.
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, mobile operators and retailers which include
comprehensive ATM and POS operation and management services; credit and debit
card outsourcing services; card issuing and merchant acquiring services;
software solutions; consumer money transfer and bill payment services; and
electronic distribution of top-up services for prepaid mobile airtime and other
prepaid products. Euronet operates and processes transactions from 39 countries.
Euronet's
global payment network is extensive - including over 10,500 ATMs and
approximately 48,000 POS terminals which are under management in 16 countries;
a
growing portfolio of outsourced debit and credit card services and card software
solutions; a prepaid processing network of 370,000 point-of-sale terminals
across 189,000 retailer locations in 12 countries; and a consumer-to-consumer
money transfer network of over 11,000 sending locations in 13 countries and
more
than 56,000 payout locations in approximately 100 countries. With corporate
headquarters in Leawood, Kansas, USA, and 35 worldwide offices, Euronet serves
clients in approximately 130 countries. For more information, please visit
the
Company's web site at www.euronetworldwide.com.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements, including statements
regarding Euronet Worldwide, Inc., MoneyGram International, Inc., and the
combined company after the completion of the proposed transaction between
Euronet and MoneyGram. Forward-looking statements generally can be identified
by
the use of statements that includes words such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “foresee,” “likely,” “will” or other similar
words or phrases. These statements include, but are not limited to, statements
about the anticipated consequences and benefits of the proposed transaction,
including future strategic and financial benefits, the plans, objectives,
expectations and intentions of Euronet following the completion of the proposed
transaction and other statements that are not historical facts. These statements
are based upon the current beliefs and expectations of Euronet’s management and
publicly available information about MoneyGram, and are subject to significant
risks and uncertainties. Actual results may vary materially from those
anticipated in such forward-looking statements as a result of a number of
factors, including: the failure of MoneyGram to accept Euronet’s proposal; the
failure to consummate any transaction agreed to between Euronet and MoneyGram
or
to consummate any such transaction in the expected timeframe; the risk that
the
opportunities and synergies anticipated to result from the proposed transaction
may not be fully realized or may take longer to realize than expected;
conditions imposed with obtaining governmental approvals and rulings on or
regarding the transaction; the risk that the businesses of Euronet and MoneyGram
will not be integrated successfully; disruption from the proposed transaction
making it difficult to maintain relationships with employees, customers or
other
third parties with which we do business; technological developments affecting
the market for Euronet’s or MoneyGram’s products and services; foreign exchange
fluctuations; and changes in laws and regulations affecting Euronet’s or
MoneyGram’s businesses. Additional risks are described in Euronet’s and
MoneyGram’s filings with the Securities and Exchange Commission (“SEC”),
including Euronet’s and MoneyGram’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Copies of these filings
may be obtained from the Information Agent as described below.
ADDITIONAL
INFORMATION
This
press release is neither an offer to exchange nor a solicitation of an offer
to
exchange any securities of MoneyGram. The exchange offer (the “Exchange Offer”)
for the outstanding shares of MoneyGram common stock described in this press
release has not commenced. In connection with the proposed transaction, Euronet
intends to file relevant materials with the SEC, such as a Registration
Statement on Form S-4, a Tender Offer Statement on
Schedule
TO (including a prospectus-offer to exchange, a letter of transmittal and other
offer documents) and a proxy statement (collectively, the “Offer Documents”) and
any offers or solicitations will be made only pursuant to the Offer Documents
filed with the SEC. Investors are advised to read carefully and in their
entirety the Offer Documents that are filed with the SEC when they become
available because they will contain important information.
Euronet
and its directors, executive officers and certain other employees and
representatives of Euronet may be considered “participants in a solicitation” of
proxies in connection with the proposed transaction. Information about Euronet’s
executive officers and directors is available in Euronet’s proxy statement,
dated April 11, 2007, for its 2007 annual meeting of stockholders. Additional
information about the interests of potential participants in a solicitation
will
be in the Offer Documents, if and when they become available, and other relevant
documents filed with the SEC.
Euronet
and MoneyGram stockholders may obtain copies of the Offer Documents and other
relevant documents filed with the SEC for free, when they become available,
at
the SEC's website at www.sec.gov or by calling Innisfree M&A Incorporated,
the Information Agent for the Exchange Offer, toll-free in the U.S. and Canada
at 877-456-3488 or toll-free in Europe at 00 800 7710 9970.