Euronet Sends Letter to MoneyGram Expressing Disappointment with Continued Insistence on Standstill Restriction



    LEAWOOD, KAN., December 26 /CNW/ - Euronet Worldwide Inc. (Nasdaq:   EEFT)
today delivered a letter to the Board of Directors of MoneyGram International,
Inc. (NYSE:   MGI) expressing its disappointment that MoneyGram continues to
insist that a restrictive "standstill" provision and other unreasonable
conditions be part of a confidentiality agreement with Euronet in connection
with its proposal to acquire MoneyGram. Euronet believes if MoneyGram is
sincere in its stated willingness to meet with Euronet and discuss Euronet's
proposal, MoneyGram should immediately cease demanding unreasonable conditions
in the confidentiality agreement and execute the agreement proposed by
Euronet.

    Presented below is the full text of the letter sent to the Board of
Directors of MoneyGram:

    
    Philip W. Milne
    Chairman of the Board and
    Chief Executive Officer
    MoneyGram International, Inc.
    1550 Utica Avenue South, Suite 100
    Minneapolis, MN 55416
    

    Dear Phil,

    I read with interest your response on December 21, 2007 to the request
from Blum Capital Partners, L.P. that you remove your demand for a restrictive
standstill agreement and enter into discussions with Euronet Worldwide, Inc.,
in order to "secure the best possible value for MoneyGram shareholders."

    I thought it was important to put into context your claim that you "have
worked hard to reach a compromise with Euronet" and to make clear what was
omitted from your response - that MoneyGram continues to insist on a
standstill agreement and other unreasonable requirements as a condition to
engaging in discussions with Euronet.

    Your letter fails to note that for weeks MoneyGram refused to discuss a
business combination with Euronet on any basis, confidentially or otherwise,
stating that MoneyGram was not for sale. I first attempted to contact you
starting in early November, and sent you a proposal for a business combination
on November 8, 2007. The entire text of your response to me in a letter dated
November 16, 2007 was as follows:

    I have reviewed your letters with our Board of Directors. The Board has
asked me to inform you that MoneyGram is not for sale and, accordingly, there
is no reason for us to meet to discuss your letters.

    It was only on the eve of our taking our proposal directly to the
MoneyGram shareholders (almost five weeks after my first contact to you and
one week after telling you in our December 4, 2007 letter that we reserved the
right "to discuss our proposal with your shareholders should you persist in
being unwilling to meet with us to discuss it"), that MoneyGram suggested a
willingness to discuss our proposal. Of course that communication was
accompanied by a draft confidentiality agreement with a two-year standstill
agreement that would have prevented us from pursuing our offer, discussing it
with MoneyGram shareholders, or running an alternative slate of directors.

    Given MoneyGram's complete refusal to that point to engage in any
discussions with us regarding a proposed business combination, we viewed your
proposal to engage in discussions on unreasonable terms as a continuing
refusal to talk to us. We therefore decided to convey the compelling rationale
for the proposed transaction directly to MoneyGram's shareholders.
Specifically, we believe this transaction would deliver substantial immediate
and long-term value for the shareholders of both companies and would:

    --  Create a powerful new global player in the money transfer business
well positioned to capture share in a highly fragmented market;

    --  Expand the geographic reach of both companies and unlock compelling
opportunities by combining Euronet's and MoneyGram's complementary
distribution networks, corridors and agent bases;

    --  Enable the companies to further benefit from the rapid growth of the
money transfer market in key emerging countries, such as China and India; and

    --  Generate double-digit accretion and deliver significant synergies.

    Since that time, you have suggested shortening the length of the
standstill and modifying certain other terms as an effort to "compromise", but
the terms as modified are still unreasonable, since they would prevent us from
pursuing our proposal, discussing it with MoneyGram shareholders, or running
an alternative slate of directors. As stated in Blum Capital's letter to you,
"the onerous restriction of a standstill agreement is antithetical to the goal
of shareholder value maximization during a proposed negotiation process."

    Finally, you state in your letter that the agreement is needed so that
"potential competitive and/or sensitive information cannot be used to the
detriment of MoneyGram . . ." As best I can see, the provisions you are
demanding are designed to prevent use of the information to the detriment of
the self-interest of MoneyGram's management only and certainly do not allow
such management to maximize the value of MoneyGram's shareholders.

    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.

    We look forward to hearing from you as soon as possible.

    Very Truly Yours,

    /s/Michael J. Brown

    
    Michael J. Brown
    Chairman and Chief Executive Officer
    

    cc: MoneyGram International Board of Directors

    About Euronet Worldwide Inc.

    Euronet Worldwide is an industry leader in processing secure electronic
financial transactions. The Company offers payment and transaction processing
solutions to financial institutions, mobile operators and retailers which
include comprehensive ATM and POS operation and management services; credit
and debit card outsourcing services; card issuing and merchant acquiring
services; software solutions; consumer money transfer and bill payment
services; and electronic distribution of top-up services for prepaid mobile
airtime and other prepaid products. Euronet operates and processes
transactions from 39 countries.

    Euronet's global payment network is extensive - including over 10,500
ATMs and approximately 48,000 POS terminals which are under management in 16
countries; a growing portfolio of outsourced debit and credit card services
and card software solutions; a prepaid processing network of 370,000
point-of-sale terminals across 189,000 retailer locations in 12 countries; and
a consumer-to-consumer money transfer network of over 11,000 sending locations
in 13 countries and more than 56,000 payout locations in approximately 100
countries. With corporate headquarters in Leawood, Kansas, USA, and 35
worldwide offices, Euronet serves clients in approximately 130 countries. For
more information, please visit the Company's web site at
www.euronetworldwide.com.

    FORWARD-LOOKING STATEMENTS

    This press release 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 press release 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.




For further information:

For further information: Euronet Worldwide Inc. Investors: Shruthi
Fielder, 913-327-4225 or Innisfree M&A Incorporated Alan Miller/Jennifer
Shotwell, 212-750-5833 or Media: Sard Verbinnen & Co George Sard/Jamie Tully,
212-687-8080

Organization Profile

EURONET WORLDWIDE INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890