21.12.2007 21:05:00
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MoneyGram International, Inc. Responds to Letter from Blum Capital Partners, L.P.
MoneyGram International, Inc. sent the following letter today to Blum
Capital Partners, L.P. in response to its letter of December 17, 2007,
which was filed with the SEC as an amendment to its existing 13D filing.
December 21, 2007
Mr. Gregory L. Jackson
Partner
Blum Capital Partners, L.P.
909 Montgomery Street
San Francisco, California 94133
Dear Greg:
We received your letter and shared it with our Board of Directors as
you requested. We appreciate your thoughts as a major MoneyGram
shareholder.
I want to reassure you that we take our fiduciary responsibility to
all shareholders very seriously. We are working diligently in all
the areas referenced in your letter to ensure that we continue to
fulfill that responsibility. We recognize that the difficulty in our
Payment Systems business has obscured the considerable strength and
outstanding growth of our core money transfer business. We intend to
fully address the underlying issues that led to this situation but
we believe that our shareholders are best served at this time by a
singular focus on addressing the current situation in the most
expeditious manner possible. That is the purpose of the strategic
review and, as part of that review, we anticipate providing
additional disclosure and transparency surrounding the investment
portfolio and the Payments Systems business. We expect to provide
definitive information as soon as it is available.
The strategic review of the Payment Systems business includes making
decisions about: 1) the future of the Payment Systems business
itself; 2) valuation of the portfolio in this dislocated market; 3)
further adjusting our portfolio strategy to ensure continued
liquidity and significantly reduced credit risk; and 4) how best to
optimize financial flexibility to support our high growth money
transfer business. We are in discussions with a number of potential
investors regarding capital alternatives that would allow us to
accomplish these goals. Of course, there is always risk associated
with achievement of these goals and we are all mindful of that.
With respect to the offer from Euronet, we specifically decided not
to engage in a public dialogue on this matter because we don't
believe that is the proper way to communicate, nor in the best
interests of our shareholders. We believe that parties negotiating
in good faith do so in a confidential manner. Unfortunately, Euronet
chose to engage in an unproductive public relations campaign that
simply siphons away valuable energy that could be applied to
substantive discussion.
The fact is following our Board meeting on December 11 we clearly
expressed our willingness to meet with Euronet to discuss its
proposal. Rather than a reply to that message, or any comments on
either of the two proposed confidentiality agreements that we had
sent to Euronet, we received a call from a reporter at The Wall
Street Journal indicating his plan to run a story on the Euronet
offer the following morning based on information from "sources close
to the offer." This occurred despite the fact that Mr. Brown's
December 4 letter stated, "Our preference is not to make our
proposal public, and we expect you would keep it confidential."
Euronet then proceeded to present a self-serving perspective of
events on its conference call and in other communication. We
understand that these are tactics that some companies employ, but
they don't enhance our level of confidence about participating in
discussions that involve confidential company information. Euronet
sent us an e-mail indicating that they were not willing to sign a
confidentiality agreement containing a standstill some time after we
were contacted by The Wall Street Journal.
Yes, our willingness to meet with Euronet was predicated upon
entering into a mutually agreeable non-disclosure and standstill
agreement. We firmly believe confidentiality and an agreement that
potential competitive and/or sensitive information cannot be used to
the detriment of MoneyGram is in the best interests of our
shareholders. We have worked hard to reach a compromise with
Euronet, but thus far they have rejected each of our proposals.
We believe our core business is very strong and provides significant
growth opportunities in the future. We recognize that the
uncertainty surrounding our investment portfolio has affected our
stock price and it is no surprise to see prospective buyers view
this as an opportunity to acquire our business at a value that might
be less than what our shareholders deserve.
We remain open to genuine proposals from third parties when we can
explore them on terms that provide us the ability to maximize
shareholder value.
Sincerely,
Philip W. Milne
Chairman, President and
Chief Executive Officer
cc Board of Directors
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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