13.12.2007 18:12:00
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MoneyGram International, Inc. Comments on Letter from Euronet
MoneyGram International, Inc. (NYSE:MGI) confirmed today that it has
received an unsolicited letter from Euronet Worldwide (NASDAQ:EEFT),
proposing a business combination between MoneyGram and Euronet in which
MoneyGram shareholders would receive shares of Euronet common stock at a
fixed exchange ratio of 0.6179 shares of Euronet common stock in
exchange for each MoneyGram share. This ratio would represent
approximately $20.00 per MoneyGram share based on the closing price of
Euronet shares on the December 4 date of that letter but would represent
approximately $16.75 per MoneyGram share as of the trading price of
Euronet shares at noon ET today. The proposal was explicitly conditioned
on Euronet having had the ability to conduct a due diligence review, and
suggested that the two companies enter into a confidentiality agreement
so that each could conduct due diligence and discussions could begin.
After review of the letter with the MoneyGram board, MoneyGram sent a
letter to Euronet on December 11, 2007 indicating that MoneyGram would
be willing to meet to discuss Euronet’s
proposal, subject to the execution of a mutual confidentiality and
standstill agreement. On December 12, 2007, MoneyGram received a
communication from Euronet stating that Euronet is not prepared to
pursue discussions with MoneyGram on that basis.
As previously announced, during the third quarter of 2007, MoneyGram’s
Board of Directors authorized hiring JP Morgan to complete a strategic
review of MoneyGram’s Payment Systems
business. The Payment Systems business includes official check
outsourcing services, money orders sold through financial institutions
and controlled disbursement processing services. The strategic review
includes all aspects of the Payment Systems business, including the
portfolio strategy and capital implications. While no final
determinations have been made as to the strategic review, the Company is
currently in discussions with certain potential investors regarding
financing alternatives. No assurances can be given that any financing
alternative will be agreed upon or consummated.
MoneyGram has not yet concluded its valuation of its securities
portfolio as of November 30, 2007. As previously disclosed, MoneyGram’s
comments regarding its financial results for the full year 2007 are
subject to risks including the risk of additional material changes in
the market value of securities and/or permanent impairments of portfolio
securities. As a result, investors should not expect that MoneyGram’s
financial results will be consistent with its previously announced 2007
outlook.
About MoneyGram International, Inc.
MoneyGram International, Inc. is a leading global payment services
company and S&P MidCap 400 company. The company’s
major products and services include global money transfers, money orders
and payment processing solutions for financial institutions and retail
customers. MoneyGram is a New York Stock Exchange listed company, with
$1.16 billion in revenue in 2006 and approximately 138,000 global money
transfer agent locations in 170 countries and territories. For more
information, visit the company’s website at www.moneygram.com.
Cautionary Information Regarding Forward-Looking Statements
The statements contained in this press release regarding the business of
MoneyGram International, Inc. that are not historical facts are
forward-looking statements and are made under the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances due to a number of
factors, including, but not limited to: (a) loss of a key customer or
inability to maintain our network in our Global Funds Transfer segment;
(b) additional material changes in the market value of securities we
hold and/or permanent impairments of portfolio securities; (c) outcome
of the strategic review of the Payment Systems segment and the ability
to continue to effectively operate the segment during and after the
review; (d) ability to maintain sufficient capital and unrestricted
assets; (e) risk of further downgrade in our credit ratings which could
affect our cost of funds; (f) ability to manage credit risk related to
our investment portfolio and our use of derivatives; (g) unexpected
liquidity or capital needs and our ability to secure additional sources
of capital; (h) ability to successfully develop and timely introduce new
and enhanced products and services; (i) ability to protect and defend
the intellectual property rights related to our existing and any new or
enhanced products and services; (j) failure to continue to compete
effectively; (k) our and our agents’ ability
to comply with U.S and International regulatory requirements; (l)
conducting money transfer transactions through agents in regions that
are politically volatile and/or in a limited number of cases, subject to
certain OFAC restrictions; (m) ability to manage security risks related
to our electronic processing and transmission of confidential customer
information; (n) ability to process and settle transactions accurately
and the efficient and uninterrupted operation of our computer network
systems and data centers; (o) ability to manage credit and fraud risks
from our retail agents; (p) ability to manage reputational damage to our
brand due to fraudulent or other unintended use of our services; (q)
litigation or investigations of us or our agents that could result in
material settlements, fines or penalties; (r) fluctuations in interest
rates; (s) ability to manage risks related to opening of new retail
locations and acquisition of businesses; (t) material slow down or
complete disruption in international migration patterns; (u) ability for
us or our agents to maintain adequate banking relationships; (v) ability
to manage risks associated with our international sales and operations;
(w) ability to maintain effective internal controls; (x) possible delay
or prevention of an acquisition of our company which could inhibit a
stockholder’s ability to receive a premium on
their investment from a possible sale of our company due to provisions
contained in our charter documents, our rights plan and Delaware law;
and (y) other factors more fully discussed in MoneyGram’s
filings with the Securities and Exchange Commission. Actual results may
differ materially from historical and anticipated results. These
forward-looking statements speak only as of the date on which such
statements are made, and MoneyGram undertakes no obligation to update
such statements to reflect events or circumstances arising after such
date.
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