MoneyGram (MGI) and Ant Financial Services Group said that they have entered into an amendment to the definitive agreement under which MoneyGram will merge with Ant Financial. As per the amendment, Ant Financial increased the offer price to acquire all of the outstanding shares of MoneyGram from $13.25 per share to $18.00 per share in cash.
The MoneyGram board of directors has unanimously approved the Amended Merger Agreement.
The offer price of $18.00 per share provides approximately $320 million in additional cash consideration to MoneyGram stockholders from the prior agreement. The per share consideration represents a premium of approximately 64 percent to MoneyGram's volume weighted average share price over the prior three month period ended January 25, 2017, the day prior to the original transaction announced with Ant Financial.
The transaction is valued at approximately $1.204 billion for all of MoneyGram's common and preferred shares on a fully diluted basis. Ant Financial will assume or refinance MoneyGram's outstanding debt.
The transaction is subject to the approval of MoneyGram stockholders, obtaining remaining regulatory approvals, including the clearance of the transaction by the Committee on Foreign Investment in the United States, and other customary closing conditions. The transaction continues to be expected to close in the second half of 2017. The transaction is not subject to any financing conditions.
MoneyGram stockholders of record as of April 7, 2017 will be asked to vote on the Amended Merger Agreement at a special meeting of the stockholders of MoneyGram scheduled for May 16, 2017.
Thomas H. Lee Partners and certain MoneyGram executives who collectively own approximately 46 percent of the outstanding voting shares of MoneyGram previously entered into agreements with MoneyGram to vote in favor of the transaction, which agreements remain in effect following entry into the Amended Merger Agreement.
The MoneyGram board of directors recommends that MoneyGram stockholders vote "for" the Amended Merger Agreement at the special meeting.
On April 14, 2017, MoneyGram received a binding offer from Euronet Worldwide, Inc. (EEFT) to acquire all of the outstanding shares of MoneyGram Common Stock and Preferred Stock for $15.20 per share in cash.
Upon receipt of Ant Financial's increased offer on April 15, 2017, MoneyGram's board of directors 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.
by RTT Staff Writer
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