Euronet Worldwide, Inc. (NasdaqGS:EEFT) made a proposal to acquire MoneyGram International, Inc. (NasdaqGS:MGI) from Thomas H. Lee Partners, L.P., Carlson Capital, L.P. and other shareholders for approximately $1 billion on March 14, 2017. Euronet Worldwide will acquire MoneyGram International on a fully dilutive basis and will pay $15.2 in cash for each share of MoneyGram Common Stock and MoneyGram Preferred Stock on an as-converted basis. Euronet will assume approximately $940 million of MoneyGram's debt outstanding. Wells Fargo Bank, N.A. has agreed to provide committed financing for the entire purchase price for the shares and assumption of MoneyGram debt and all associated fees and expenses. Under the terms of deal, Euronet will pay $69 million as antitrust termination fee.

Deal is not subject to any financing condition. Deal is not required to be reviewed by Committee on Foreign Investment in the United States and will not require change of control consents covering money transmitter licenses in the jurisdictions in which MoneyGram operates. Deal is subject to approval from antitrust authorities in all required jurisdictions including the United States of America and regulatory bodies. Deal is also subject to approval of shareholders of MoneyGram. Execution of a mutually acceptable definitive merger agreement is subject to the approval of Boards of Directors of Euronet and MoneyGram. Proposal has been unanimously approved by the Board of Directors of Euronet. As of March 20, 2017, Board of MoneyGram determined that the offer could be identified as a superior proposal. On March 26, 2017, MoneyGram enters into confidentiality agreement with Euronet Worldwide to further consider Euronet's unsolicited proposal. As on April 15, 2017, upon receipt of Ant Financial's increased offer, MoneyGram's board of directors, after careful review and consideration in consultation with its outside legal and financial advisors, compared the relative merits of the increased offer reflected in the amended merger agreement with Ant Financial to the binding offer from Euronet and unanimously determined that the Euronet proposal was not superior to the amended merger agreement and that entering into the amended merger agreement was in the best interests of MoneyGram stockholders. Deal is expected to close by the end of calendar year of 2017. Deal will be immediately accretive to Euronet's stockholders.

David DeNunzio and Stephen Gerson of Wells Fargo Securities, LLC acted as financial advisors and Stephen Glover, Jonathan Corsico, Benjamin Rippeon, Michael Collins, Joshua Soven, Aaron Adams, Harrison Korn, Quinton Farrar, Evan D'Amico and Nick Duvall of Gibson, Dunn & Crutcher LLP acted as legal advisors to Euronet. Matthew Sharnoff, Kevin Brunner, Reggie Hayes, Virkam Nidamaluri and Will McCandless of Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisors and Alan Bogdanow, Lande Spottswood, David Wicklund, David D'Alessandro, Neil Imus, Jay Kolb, William Vigdor, James Meyer, Devika Kornbacher, Casey Fisk, Daniel Gerkin, Austin Light, Rachel Xie, Justin Hunter, Ryan Martin and Samantha Monk of Vinson & Elkins LLP acted as legal advisors to MoneyGram. Michael Freitag, Joseph Sala and Viveca Tress of Joele Frank, Wilkinson Brimmer Katcher acted as public relations advisors for MoneyGram. Kelley Drye & Warren LLP and Chris Daniel of Paul Hastings LLP are providing regulatory advice. Michael Aiello, Michelle Sargent and Eoghan Keenan of Weil, Gotshal & Manges LLP acted as the legal advisors for Thomas H. Lee Partners, L.P. in the transaction.

Euronet Worldwide, Inc. (NasdaqGS:EEFT) cancelled the acquisition of MoneyGram International, Inc. (NasdaqGS:MGI) from Thomas H. Lee Partners, L.P., Carlson Capital, L.P. and other shareholders on April 15, 2017. MoneyGram rejected Euronet's offer. The MoneyGram Board has determined that the Euronet proposal is not a “Company Superior Proposal” and therefore entered into an amended agreement with Ant Financial Services Group.