Euronet against MoneyGram's insistence on standstill restriction

By Lisa Kerner

Charlotte, N.C., Dec. 26 - Euronet Worldwide Inc. said it is disappointed that MoneyGram International, Inc. "continues to insist that a restrictive 'standstill' provision and other unreasonable conditions be part of a confidentiality agreement" in connection with Euronet's proposal to acquire MoneyGram.

Euronet made its statement in a Dec. 26 letter to MoneyGram chairman and chief executive officer Philip W. Milne.

Specifically, Euronet said that for weeks MoneyGram "refused to discuss a business combination with Euronet on any basis, confidentially or otherwise," despite what MoneyGram told its shareholder Blum LP.

It was only when Euronet announced it would take the proposal directly to the company's shareholders that MoneyGram suggested a willingness to discuss the offer, according to the letter.

Euronet offered to acquire MoneyGram in an all-stock transaction valued at $1.65 billion, or $20 per MoneyGram share, with a fixed exchange ratio of 0.6179 of a Euronet common share for each share of MoneyGram.

"If MoneyGram is sincere in its stated willingness to meet with Euronet and discuss our proposal, it should immediately cease demanding unreasonable conditions in the confidentiality agreement and execute the agreement proposed by Euronet," the letter stated.

On Dec. 17, Blum urged MoneyGram's board to remove the standstill agreement and "enter into discussions with Euronet to secure the best possible value for MoneyGram shareholders."

MoneyGram, in its Dec. 21 reply to Blum, said it believes that "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 its shareholders.

As previously reported, Euronet said it welcomes the views of all MoneyGram shareholders and is pleased that Blum Capital "echoed Euronet's call for MoneyGram to negotiate" with Euronet "in good faith consistent with their fiduciary duty."

Euronet, for its part, believes it made a "compelling offer" and would consider raising it "should MoneyGram provide non-public information that would justify an increase," a previous news release stated.

Based in Leawood, Kan., Euronet provides products and services for electronic payments.

MoneyGram is a payment services company located in Minneapolis.

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