MoneyGram International, Inc. (NASDAQ:MGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 1.01 | Termination of a Material Definitive Agreement. |
As previously disclosed, on January26, 2017, MoneyGram International, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated April15, 2017, the “Merger Agreement”) with Alipay (UK) Limited, a United Kingdom limited company (“Alipay”), Matrix Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Alipay (“Merger Sub”), and, solely for purposes of certain specified provisions of the Merger Agreement, Alipay (Hong Kong) Holding Limited, a Hong Kong limited company, providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Alipay (the “Merger”).
The closing of the Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”) under the Defense Production Act of 1950, as amended. The parties to the Merger Agreement have been advised that CFIUS clearance of the Merger will not be forthcoming. After further discussion between the parties, they determined to cease efforts to seek CFIUS approval and entered into a Termination Agreement, dated January2, 2018 (the “Termination Agreement”), to which they mutually terminated the Merger Agreement, with Alipay paying the Company a termination fee of $30million. The parties have also agreed to release each other from certain claims and liabilities arising out of or relating to the Merger Agreement or the transactions contemplated thereby.
In addition, to the Termination Agreement, the Company and Alipay have agreed to work collaboratively to explore and develop non-exclusive strategic initiatives to bring together their capabilities in the remittance and digital payments markets to provide their respective customers with user-friendly, rapid-response and low-cost money transfer services into China, India, the Philippines and other markets.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 1.01 | Regulation FD Disclosure. |
On January 2, 2018, the Company and Alipay issued a press release announcing the termination of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated in its entirety herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 1.01, including Exhibit 99.1, is furnished to Item 1.01 and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 1.01 | Exhibit and Financial Statements. |
(d) Exhibits
MONEYGRAM INTERNATIONAL INC ExhibitEX-10.1 2 d517771dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT,…To view the full exhibit click here
About MoneyGram International, Inc. (NASDAQ:MGI)
MoneyGram International, Inc. is a provider of money transfer services. The Company operates through two segments: Global Funds Transfer and Financial Paper Products. The Company’s Global Funds Transfer segment offers money transfer services and bill payment services primarily to unbanked and underbanked consumers. It utilizes point-of-sale platforms, including AgentConnect, DeltaWorks, Delta T3 and MoneyGram Online. The bill payment service includes ExpressPayment service. The Company offers its services under the MoneyGram brand. The Company’s Financial Paper Products segment offers money orders to consumers through its retail agents and financial institutions located across the United States and Puerto Rico. Its Financial Paper Products segment provides official check outsourcing services for financial institutions across the United States. The Company also offers Digital/Self-Service solutions, such as moneygram.com, mobile solutions, account deposit and kiosk-based services.