View:
Filed by
Euronet Worldwide, Inc.
Pursuant
to Rule 425 under the
Securities
Act of 1933, as amended
Subject
Company:
MoneyGram
International, Inc.
(Commission
File No. 001- 31950)
December
13, 2007
Greetings
fellow Euronetters:
I’d
like to share some important and exciting news. This morning Euronet announced that we
have proposed to acquire MoneyGram, Inc., the second-largest global money transfer
company, which is headquartered in
Minneapolis,
in an all-stock transaction (the press release we issued earlier today is attached for
your information). This strategically and financially compelling proposal would combine
two leading companies and create
a powerful
new player in the international money transfer industry.
However,
to date MoneyGram has refused to open a meaningful dialogue with us, leaving us no
choice but to make this proposal public.
An
acquisition of MoneyGram would join the second and third-largest international money
transfer companies, greatly increasing the combined company’s scale and
resources. Combining our highly complementary distribution networks, corridors and
agent locations would expand both companies’ geographic reach and unlock
compelling opportunities to penetrate the 75% of the money transfer market that is
underserved and highly fragmented, while enabling us to further benefit from rapid
growth in the international arena. Such a combination would produce significant
benefits to all stockholders, customers, partners and you, our employees, who would
enjoy the career benefits and opportunities that come from being part of a larger,
stronger global company.
Euronet
has created a substantial and growing business independent of this proposal. We are one
of the largest financial processors in the world today. Our excellent performance in
emerging markets and growth prospects have enabled us to propose the combination with
MoneyGram that we announced this morning. Please go to our web site for more
information.
It is
important to note that we do not yet have an agreement with MoneyGram - and while we
are determined to take all steps necessary to complete this transaction, there is no
guarantee we will be able to do so. However, we are hopeful that the MoneyGram Board
will recognize the significant merits of our proposal and seriously consider the
combination of our two companies.
As events
unfold, I urge you to remain focused on the day-to-day running of our business, which
is critical to Euronet’s continued success. As always, employees should not be
speaking with the press regarding corporate activities. If you should receive inquiries
from the media regarding this matter, please forward them to Shruthi
Dyapaiah-Fielder
(sdyapaiah@eeft.com
or +1-913-327-4225.)
Thank you
for your hard work and dedication. It is your continued commitment that makes Euronet
the great company we are today.
More news
to follow,
/s/ Mike
Michael J.
Brown
CEO -
Euronet Worldwide
NASDAQ
listing: EEFT
+1 (913) 327-4219 - Ph +1 (913) 327-1921 - Fax
FORWARD-LOOKING
STATEMENTS
This
communication 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
communication 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.
2