CCRD.Corecard CORP
DEFM14A: CoreCard to Merge with Euronet in All-Stock Deal
Sentiment:
Merger Proxy Statement
CoreCard Corporation will merge with Euronet Worldwide, Inc.'s subsidiary, becoming a wholly-owned entity in an all-stock transaction valued at an implied $30.00 per share under certain conditions.
Capital raiseEuronet issued $1,000.0 million in aggregate principal amount of its 0.625% Convertible Senior Notes due 2030 in a private placement on August 15, 2025.The 2030 Convertible Notes are convertible at the option of holders under certain circumstances, with an initial conversion rate of 7.8718 shares of Euronet Common Stock per $1,000 principal amount (initial conversion price of approximately $127.04 per share).Euronet may redeem the notes on or after October 7, 2028, if its stock price meets certain conditions.Holders may require Euronet to repurchase the notes upon a fundamental change.Euronet entered into privately negotiated capped call transactions covering the shares underlying the convertible notes, with a cap price of approximately $180.78 per share, to reduce potential dilution and/or offset cash payments upon conversion.
Summary
- CoreCard Corporation (CoreCard) has entered into an Agreement and Plan of Merger with Euronet Worldwide, Inc. (Euronet) and its subsidiary, Genesis Merger Sub Inc., on July 30, 2025.
- Upon completion, Merger Sub will merge into CoreCard, making CoreCard a wholly-owned subsidiary of Euronet.
- Each CoreCard common stock share will be converted into Euronet common stock based on a floating exchange ratio, with an implied value of $30.00 per share if Euronet's stock price is between $95.4798 and $107.7997.
- If Euronet's stock price is greater than or equal to $107.7997, the exchange ratio is fixed at 0.2783; if it's less than or equal to $95.4798, the ratio is fixed at 0.3142.
- The CoreCard Board of Directors unanimously recommends stockholders vote FOR the Merger Agreement Proposal, the Advisory Compensation Proposal, and the Adjournment Proposal.
- A special meeting of CoreCard stockholders is scheduled for October 28, 2025, to vote on the merger and related proposals.
- The merger is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
- CoreCard's largest customer, Goldman Sachs, represented 62% and 67% of consolidated revenues for 2024 and 2023, respectively, and 63% for the first six months of 2025, with an agreement extending through December 31, 2030, but with a potential termination option for Goldman not earlier than January 1, 2027.
- CoreCard's unaudited forecasted net revenue is projected to be $70.01 million in 2025, $82.13 million in 2026, and $78.64 million in 2027, before dropping to $63.36 million in 2028 due to the anticipated loss of significant revenues from Goldman.
- Adjusted EBITDA is forecasted at $22.88 million in 2025, $31.88 million in 2026, $26.68 million in 2027, and $14.71 million in 2028, also reflecting the Goldman revenue impact.
- Unlevered free cash flow is projected at $12.07 million in 2025, $19.08 million in 2026, $15.87 million in 2027, and $7.53 million in 2028.
- The HSR Act waiting period expired on September 24, 2025, and the merger is expected to close in the fourth quarter of 2025.
Sentiment
Score: 7
Explanation: The sentiment is positive due to the unanimous board recommendation, a significant premium offered to CoreCard shareholders, and the strategic benefits for Euronet. The tax-free reorganization aspect is also favorable. However, the inherent risks of integration, potential loss of key customers for CoreCard, and the fluctuating stock-based consideration introduce some uncertainty, preventing a 'strong buy' sentiment.
Positives
- The implied value of the Per Share Merger Consideration is $30.00 if Euronet's stock price is between $95.4798 and $107.7997, representing an approximately 14.0% premium to CoreCard's closing price of $26.31 on July 30, 2025.
- CoreCard stockholders will receive Euronet Common Stock, allowing for continued ownership interest in a larger, more diversified combined company with upside potential.
- The floating exchange ratio with a collar range ($95.4798 to $107.7997) provides protection against downward movement in Euronet's stock price within that range.
- The implied value of the merger consideration could exceed $30.00 per share if Euronet's stock price surpasses $107.7997.
- The merger is structured to qualify as a tax-free reorganization for U.S. federal income tax purposes.
- Euronet expects the merger to enhance its long-term strategy, drive sustainable growth in credit issuing and processing, and provide a robust scaled credit issuing platform.
- The acquisition is anticipated to accelerate growth in existing Euronet global markets through cross-sell opportunities and extension of relationships.
- The merger is expected to provide access to a significant talent pool of highly experienced payment domain experts for Euronet.
- CoreCard's operations are expected to benefit from alleviating quarterly reporting obligations, public company expenses, and debt servicing costs.
- The CoreCard Board unanimously approved the merger, believing it to be in the best interests of CoreCard and its stockholders, after extensive negotiations and financial advisor consultation.
- The termination fee of $7.5 million payable by CoreCard is considered reasonable and not unduly restrictive to alternative proposals.
Negatives
- CoreCard public stockholders will lose direct equity interest in CoreCard and will not directly participate in its future earnings or growth, only indirectly through Euronet.
- Stock consideration does not offer the same certainty of value and liquidity as cash consideration.
- The implied value of the merger consideration could be less than $30.00 per share if Euronet's stock price falls below $95.4798, and the merger agreement does not provide a termination right based on Euronet's stock value.
- Euronet may not achieve the anticipated benefits or synergies from the merger, or it may take longer than expected.
- Significant transaction costs are expected, which may not be offset by anticipated efficiencies.
- The integration process will divert management attention and resources, potentially leading to performance shortfalls.
- Uncertainties associated with the merger may lead to a loss of key management and other personnel from both companies.
- The merger may adversely affect relationships with customers, vendors, suppliers, and strategic partners, potentially leading to contract terminations or renegotiations.
- The financial forecasts are based on assumptions that may not be realized, and actual results could vary materially.
- CoreCard stockholders are not entitled to appraisal rights in connection with the merger.
Risks
- Market prices of Euronet and CoreCard common stock will fluctuate, making the final value of Euronet shares received uncertain.
- The merger is subject to conditions beyond the control of both companies, including regulatory approvals, which may not be satisfied on a timely basis or at all.
- Failure to complete the merger could adversely affect ongoing businesses, divert management resources, lead to negative reactions from stakeholders, and potentially require CoreCard to pay a $7.5 million termination fee.
- Antitrust regulatory approvals, though the HSR waiting period has expired, could still be delayed or granted with burdensome conditions, increasing costs or reducing anticipated benefits.
- The Merger Agreement limits CoreCard's ability to pursue alternative transactions and could discourage competing acquirers due to non-solicitation covenants and the termination fee.
- Uncertainties regarding the merger may cause customers, vendors, and suppliers to delay or defer contracts or seek changes in existing business relationships.
- Loss of key management and other personnel due to merger-related uncertainties could disrupt operations and diminish anticipated benefits.
- The merger might be completed even if material adverse changes occur after the announcement, which may not constitute a basis for termination.
- Significant transaction costs, including legal and advisory fees, employee retention, and severance, will be incurred, potentially exceeding anticipated amounts.
- CoreCard stockholders will not have appraisal rights under Georgia law.
- Completion of the merger may trigger change-in-control provisions in CoreCard's agreements, potentially leading to contract terminations or renegotiations.
- The combined company may face increased litigation, including securities class action and derivative lawsuits.
- Current Euronet and CoreCard stockholders will experience reduced ownership and voting influence in the combined company.
- The market price of Euronet Common Stock post-merger may be volatile and affected by different factors than historically, potentially leading to investment losses.
- Integration difficulties could result in performance shortfalls, operational challenges, or failure to realize anticipated synergies.
- The combined company may not retain existing customers, and third parties may terminate or alter contracts.
- Recent U.S. Supreme Court rulings (e.g., Loper Bright Enterprises v. Raimondo) could result in material changes to tax regulatory authority and administrative interpretations, affecting the intended tax treatment of the merger and increasing tax uncertainty.
Future Outlook
The merger is expected to enhance Euronet's long-term strategy for sustainable growth in credit issuing and processing, providing a robust platform and client roster to expand its payments business globally. CoreCard's operations are anticipated to benefit from reduced public company obligations. The combined company aims to accelerate growth through cross-sell opportunities and leverage a significant talent pool. However, the financial forecasts for CoreCard anticipate a significant decline in revenue, EBITDA, and free cash flow in 2028 due to the expected loss of Goldman Sachs as a major customer, with recovery projected in subsequent years.
Management Comments
- Mr. Strange publicly stated on October 31, 2024, that he and Mr. White had fielded regular inquiries regarding potential interest in an acquisition of CoreCard and had met with a potential acquiror as recently as October 2024.
- Mr. Strange publicly speculated that interest in CoreCard may have been rekindled as a result of CoreCard entering into the recent omnibus amendment with Goldman, which provided more certainty for CoreCard regarding the future of its relationship with Goldman.
- Mr. Strange publicly stated on October 31, 2024, that, as a personal observation and speaking as probably the largest shareholder of CoreCard, he did not expect to vote for, or support, any acquisition offer that would value the company for less than $200 million.
- Mr. Strange stated on May 8, 2025, that CoreCard may not be an independent company forever and was constantly evaluating opportunities, with the Board active in those discussions and considering Mr. Strange's potential successor if CoreCard should choose to stay an independent company, noting both options were actively on the table.
- David Solomon, Chairman and CEO of Goldman Sachs, made statements on October 15, 2024, that could be interpreted as Goldman exiting the Apple Card business, and on January 15, 2025, acknowledged the Apple Card partnership might end sooner than 2030.
Industry Context
The merger occurs in a dynamic FinTech industry, where electronic payments and card issuing technology solutions are critical. Euronet, a leading electronic payments provider, is seeking to strengthen its position by acquiring CoreCard's proven credit issuing platform. The industry is experiencing shifts, as evidenced by Goldman Sachs' reported efforts to exit its Apple Card partnership, highlighting the importance of diversified customer bases and robust technology solutions. The transaction reflects a trend towards consolidation and strategic acquisitions to gain market share and technological capabilities in a competitive landscape.
Comparison to Industry Standards
- KBW's CoreCard Selected Companies Analysis compared CoreCard's market performance to 13 major exchange-traded payments infrastructure and issuer processor companies, including Fiserv, PayPal, Block, and Global Payments.
- CoreCard's Enterprise Value / LTM Revenue multiple was 2.9x, compared to the selected companies' median of 3.9x and 25th percentile of 3.3x.
- CoreCard's Enterprise Value / CY 2025E Revenue multiple was 2.7x, compared to the selected companies' median of 3.7x and 25th percentile of 3.2x.
- CoreCard's Enterprise Value / CY 2026E Revenue multiple was 2.3x, compared to the selected companies' median of 3.3x and 25th percentile of 2.7x.
- CoreCard's Enterprise Value / LTM Adjusted EBITDA multiple was 12.1x, compared to the selected companies' median of 9.3x and 25th percentile of 6.8x.
- CoreCard's Enterprise Value / CY 2025E Adjusted EBITDA multiple was 8.2x, compared to the selected companies' median of 9.2x and 25th percentile of 6.4x.
- CoreCard's Enterprise Value / CY 2026E Adjusted EBITDA multiple was 5.9x, compared to the selected companies' median of 9.7x and 25th percentile of 5.8x.
- KBW's Discounted Cash Flow analysis for CoreCard, using a perpetuity growth rate range of 2.0% to 3.0%, resulted in an implied value per share of $12.53 to $17.56, significantly below the implied transaction value of $30.00.
- Using an adjusted EBITDA terminal value multiple range of 7.0x to 11.0x, the DCF analysis resulted in an implied value per share of $16.66 to $25.67, also below the implied transaction value of $30.00.
- KBW's Euronet Selected Companies Analysis compared Euronet to the same 13 payments infrastructure companies plus five cross-border payment and money transfer companies (Wise plc, Western Union, Remitly Global, Payoneer Global, Flywire Corporation).
- Euronet's Enterprise Value / LTM Revenue multiple was 1.1x, compared to the all selected companies' median of 2.8x and 25th percentile of 2.2x.
- Euronet's Enterprise Value / LTM Adjusted EBITDA multiple was 6.4x, compared to the all selected companies' median of 8.3x and 25th percentile of 6.9x.
- The implied transaction value to LTM revenue and LTM adjusted EBITDA multiples in nine selected M&A transactions in the global fintech infrastructure, issuer processor, payments, or payments disbursement sectors ranged from $21.35 to $38.23 and $22.80 to $26.27 per share of CoreCard, respectively, for the 25th percentile and median multiples.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board of Directors and Management Structure | Upon completion of the Merger, the directors and executive officers of Euronet are expected to continue in their current positions. The officers and directors of Merger Sub immediately prior to the Effective Time will become the initial officers and directors of the Surviving Company (CoreCard). | Effective Time of Merger (expected Q4 2025) | This indicates continuity in Euronet's leadership and a transition of CoreCard's governance to align with Euronet's structure as a wholly-owned subsidiary. It centralizes control within Euronet's existing management. |
| Stockholder Rights | CoreCard Stockholders receiving shares of Euronet Common Stock will have their rights governed by Euronet's organizational documents (Delaware law) instead of CoreCard's (Georgia law). Key differences include provisions on amending charters/bylaws, calling special meetings, stockholder action by written consent, director election/removal, and anti-takeover provisions. | Effective Time of Merger (expected Q4 2025) | This will result in a change in the legal framework governing shareholder rights for former CoreCard stockholders, potentially altering their influence and protections. For example, Euronet's bylaws restrict stockholders from calling special meetings, and amendments to certain charter provisions require an 80% vote. |
| Indemnification and Insurance | For six years post-merger, Euronet and the surviving company will indemnify CoreCard's past and present directors and officers and maintain D&O liability insurance with coverage substantially equivalent to current policies, subject to a cost cap of 300% of CoreCard's last annual premium. | Effective Time of Merger (expected Q4 2025) | Ensures continued protection for CoreCard's former directors and officers against liabilities arising from their service prior to the merger, which is a standard provision in such transactions to mitigate personal risk for departing management. |
Legal Proceedings
- Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements, which could result in substantial costs and delay or prevent the completion of the Merger.
- As of the date of this proxy statement/prospectus, no lawsuit challenging the Merger has been filed on behalf of a purported CoreCard Stockholder.
Stakeholder Impact
- **Shareholders (CoreCard)**: Will receive Euronet Common Stock, gaining a continued ownership interest in a larger, more diversified company with potential upside, but losing direct participation in CoreCard's future. They will also be subject to Euronet's corporate governance structure and Delaware law, which differs from CoreCard's.
- **Shareholders (Euronet)**: Will own shares in a larger company with more assets, but their percentage of ownership and voting interests will be reduced due to the issuance of new shares to CoreCard stockholders.
- **Employees (CoreCard)**: Uncertainty about roles within the combined company, potential loss of key personnel, but continuing employees will receive base salary/wages and target cash incentive compensation opportunities no less favorable in aggregate for 12 months post-merger, along with comparable severance and employee benefits.
- **Customers (CoreCard & Euronet)**: Potential for customers to delay or defer contracts, or seek changes/cancellations of existing business relationships due to merger uncertainties. Some CoreCard customers may seek to terminate or modify contractual obligations.
- **Suppliers/Vendors (CoreCard & Euronet)**: Similar to customers, there's a risk of suppliers/vendors delaying decisions or seeking changes in relationships.
- **Management (CoreCard)**: Executive officers and non-employee directors have interests in the merger (e.g., equity award vesting, indemnification) that may differ from general stockholders. There's also a risk of loss of management expertise during the transition, particularly concerning Mr. Leland Strange's potential retirement.
Next Steps
- CoreCard stockholders to vote on the Merger Agreement Proposal, Advisory Compensation Proposal, and Adjournment Proposal at the Special Meeting on October 28, 2025.
- Euronet and CoreCard to complete the merger in the fourth quarter of 2025, subject to satisfaction or waiver of remaining conditions.
- CoreCard Common Stock to be delisted from the NYSE and deregistered under the Exchange Act after merger completion.
- Euronet to issue shares of Euronet Common Stock as merger consideration and cash in lieu of fractional shares.
- Euronet to pay cash for vested CoreCard stock options and issue Euronet stock for vested CoreCard RSUs within 5 business days of the Effective Time.
- Euronet and CoreCard to continue using reasonable best efforts to satisfy all remaining closing conditions and obtain any necessary third-party consents.
- CoreCard to cooperate with Euronet on potential divestitures of CoreCard assets/businesses post-closing, if requested by Euronet.
Key Dates
| Date | Description |
|---|---|
| 1973 | CoreCard and its predecessor companies began operations. |
| 1980 | CoreCard became publicly traded. |
| 1983 | Mr. Leland Strange began serving as CoreCard's President. |
| 1985 | Mr. Leland Strange began serving as CoreCard's Chief Executive Officer and Chairman of the Board. |
| 2018 | CoreCard added Goldman Sachs Group, Inc. as a customer. |
| August 2019 | Goldman Sachs began licensing CoreCard's software for the Apple Card portfolio. |
| January 2022 | Goldman Sachs began licensing CoreCard's software for the General Motors co-branded credit card. |
| June 29, 2023 | Day before Wall Street Journal article reported Goldman Sachs was looking to exit Apple Card partnership. |
| June 30, 2023 | Reports in major business publications stated Goldman Sachs was looking to exit its partnership with Apple. |
| February 7, 2024 | Investment Bank A contacted Mr. Strange regarding Party A's interest in strategic growth opportunities with CoreCard. |
| April 1, 2024 | Introductory call between CoreCard (Mr. Strange, Mr. White) and Party A representatives. |
| April 12, 2024 | Mr. Strange learned Party A was interested in a potential commercial relationship and/or acquisition. |
| April 15, 2024 | CoreCard representatives met with Party B to discuss partnership opportunities. |
| May 2, 2024 | CoreCard hosted Party A representatives for meetings to discuss CoreCard's business and products. |
| May 31, 2024 | Party A conveyed to Mr. Strange that a mutually acceptable acquisition price was unlikely due to Apple Card portfolio uncertainty. |
| June 19, 2024 | Euronet representatives met with Investment Bank B, who presented CoreCard as a potential acquisition candidate. |
| September 4, 2024 | Investment Bank B contacted Mr. White to set up a meeting. |
| September 20, 2024 | CoreCard Common Stock closed on the NYSE at $15.73 per share. |
| September 23, 2024 | Investment Bank B met with Mr. Strange and Mr. White, disclosing Euronet's interest in acquiring CoreCard. |
| September 26, 2024 | Investment Bank B proposed an in-person meeting between CoreCard and Euronet. |
| September 27, 2024 | Mr. Strange received an unsolicited request from Party A for information regarding a potential acquisition. |
| October 11, 2024 | Party A's internal M&A team expressed continued interest to Mr. Strange. |
| October 14, 2024 | GM announced transition of its co-branded credit card to a new issuer, acquiring receivables from Goldman, expected to close in 2025. |
| October 15, 2024 | Goldman Sachs' CEO made statements during earnings call implying a potential exit from the Apple Card business. |
| October 23, 2024 | CoreCard entered into an omnibus amendment to its agreements with Goldman that extended various contracts through December 31, 2030, with a termination option for Goldman not earlier than January 1, 2027, with termination payments due. |
| October 23, 2024 | CoreCard and Euronet entered into an initial non-disclosure agreement. |
| October 24, 2024 | CoreCard and Euronet representatives met in person to discuss business and product offerings. |
| October 31, 2024 | CoreCard held its Q3 2024 earnings call; Mr. Strange publicly discussed acquisition inquiries and stated a minimum valuation expectation of $200 million (approx. $30/share). |
| October 31, 2024 | Mr. Strange provided the 'CoreCard Overview' document to Investment Bank B, Investment Bank A (for Party A), two other investment banking firms, and two other interested parties (including Party B). |
| October 31, 2024 | CoreCard representatives were introduced to Party C. |
| November 1, 2024 | Start of virtual meetings and calls between CoreCard and Party C regarding potential acquisition. |
| November 2, 2024 | Investment Bank B confirmed CoreCard Overview shared with Euronet, and Euronet's continued interest. |
| November 4, 2024 | Mr. Strange delivered CoreCard Overview to an additional investment bank. |
| November 8, 2024 | CoreCard provided Euronet with a presentation on its technology during a virtual meeting. |
| November 11, 2024 | CoreCard provided Euronet with financial due diligence information. |
| November 12, 2024 | Investment Bank A relayed Party A's request for further information. |
| November 14, 2024 | Euronet confirmed continued interest and provided a due diligence request list. |
| November 14, 2024 | Unscheduled meeting between Mr. Strange, Mr. White, and Euronet's CEO, Michael J. Brown, at an industry conference; Mr. Strange reiterated $250 million / $30 per share valuation expectation. |
| November 20, 2024 | CoreCard entered into a mutual non-disclosure and non-use agreement with Party C; no further discussions ensued. |
| November 21, 2024 | CoreCard met with Party B, discussing strategic alternatives process and providing the CoreCard Overview. |
| November 25, 2024 | Broad outreach initiated to 29 potential acquirers in the credit card payment industry. |
| November 26, 2024 | Executives from CoreCard and Euronet met in Kansas City; Mr. Strange reiterated $250 million / $30 per share valuation expectation. |
| December 4, 2024 | Mr. Strange and Mr. Brown met at a UBS Conference, discussing mutual interest; Mr. Strange reiterated $250 million / $30 per share valuation expectation. |
| December 9, 2024 | Mr. Strange sent an email to the Board updating them on the strategic process. |
| December 13, 2024 | Party B requested additional materials regarding CoreCard's software platform and received marketing materials. |
| December 13, 2024 | Investment Bank B proposed two due diligence sessions between CoreCard and Euronet. |
| December 16, 2024 | Mr. Strange and Mr. White met with representatives of a private equity fund; no further discussions resulted. |
| December 18, 2024 | CoreCard and Euronet teams met to discuss credit card opportunities in North America and Asia-Pacific. |
| January 7, 2025 | CoreCard established a virtual data room for interested third parties. |
| January 10, 2025 | Start of CoreCard team responding to Euronet's due diligence requests. |
| January 15, 2025 | Goldman Sachs' CEO acknowledged during earnings call that the Apple Card partnership might end sooner than 2030. |
| January 16, 2025 | Mr. Brown confirmed Euronet engaged Consultant A to analyze market dynamics for a potential CoreCard acquisition. |
| January 29, 2025 | CoreCard participated in a call with Consultant A to provide information for Euronet's assessment. |
| February 4, 2025 | Investment Bank B requested data room access for Euronet, which was granted. |
| February 11, 2025 | CoreCard Board authorized management to engage in a formal process and request indications of serious interest from acquirers. |
| February 11, 2025 | Mr. Strange provided a process letter to four investment banking firms and Party A, inviting indications of interest by February 26, 2025, and stating no offer below $215 million or 33% premium would be seriously considered. |
| February 12, 2025 | CoreCard reviewed responses to the process letter; Party D and three other companies expressed interest, with two not engaging further and one declining due to price/timing. |
| February 12, 2025 | CoreCard representatives were introduced to Party E (private equity fund). |
| February 13, 2025 | Investment Bank A requested and received data room access for Party A. |
| February 13, 2025 | CoreCard entered into a mutual non-disclosure and non-use agreement with Party E and granted data room access; no further discussions ensued. |
| February 14, 2025 | CoreCard entered into a mutual non-disclosure and non-use agreement with Party D and granted data room access; no further discussions ensued. |
| February 17, 2025 | CoreCard representatives were introduced to Party F. |
| February 19, 2025 | CoreCard entered into a mutual nondisclosure agreement with Party F and granted data room access; no further discussions ensued after a meeting. |
| February 19, 2025 | CoreCard representatives were introduced to Party G, entered into a mutual nondisclosure agreement, and granted data room access; no further discussions ensued after a meeting. |
| February 19, 2025 | CoreCard held a virtual meeting with Party H; no further discussions ensued. |
| February 20, 2025 | CoreCard held its Q4 2024 earnings call; Mr. Strange discussed ongoing acquisition dialogues and the informal strategic alternatives process. |
| February 24, 2025 | Mr. Strange confirmed CoreCard Board's pricing expectations to Mr. Brown. |
| February 25, 2025 | Mr. Strange emailed all parties who had received the process letter directly from him, extending the deadline for indications of serious interest to March 5, 2025. |
| February 25, 2025 | Mr. White and Party B representatives had a meeting, during which Mr. White clarified the strategic alternatives process that CoreCard was undertaking. |
| February 26, 2025 | CoreCard representatives were contacted by a representative of Party I, expressing Party I's interest in a potential transaction with CoreCard. |
| February 27, 2025 | CoreCard entered into a confidentiality agreement with Party I and held a meeting with representatives of Party I regarding a potential transaction. |
| February 28, 2025 | CoreCard granted data room access to representatives of Party I. |
| March 4, 2025 | CoreCard had a meeting with representatives of Party G regarding Party Gs interest in a potential transaction with CoreCard. |
| March 5, 2025 | CoreCard received a non-binding indicative offer from Euronet, proposing an enterprise value for CoreCard in the range of $200-220 million, which would result in an acquisition price in the range of $230-$250 million. |
| March 5, 2025 | CoreCard held a second meeting with representatives of Party I regarding a potential transaction. |
| March 18, 2025 | A representative of Euronet contacted Mr. Strange to inquire as to the CoreCard response to Euronet's non-binding indicative offer to acquire CoreCard. |
| March 21, 2025 | The CoreCard Board met, reviewed and discussed the non-binding indicative offer from Euronet and authorized management to work towards a potential transaction with Euronet. |
| March 21, 2025 | Mr. Strange emailed representatives at Euronet to let them know that the CoreCard Board had authorized CoreCard management to proceed with negotiations to work towards a potential transaction. |
| March 21, 2025 | A representative from an investment banking firm contacted Mr. White to inform him of another party potentially interested in a transaction with CoreCard, Party J. |
| March 24, 2025 | Mr. Strange had a call with a representative of Euronet, during which Mr. Strange advised the representative that CoreCard was not likely to grant Euronet transaction exclusivity. |
| March 26, 2025 | Representatives of Kilpatrick Townsend & Stockton LLP (Kilpatrick), outside counsel to CoreCard, had a call with the internal legal team at Euronet to discuss the process of working towards a potential deal. |
| March 31, 2025 | Representatives of Party J met with CoreCard at CoreCard's executive offices in Atlanta to discuss a potential transaction, proposing a reverse merger between the parties in an all-stock transaction. |
| March 31, 2025 | Representatives of Kilpatrick contacted the internal legal team at Euronet and proposed, on behalf of CoreCard, that the parties enter into a new confidentiality agreement. |
| April 2, 2025 | CoreCard and Euronet entered into a new confidentiality agreement. |
| April 2, 2025 | Euronet provided CoreCard with a follow-up due diligence request list for its continued due diligence of CoreCard. |
| April 3, 2025 | CoreCard invited Party J to participate in the ongoing process and, if interested, requested that Party J provide CoreCard with a preliminary indication of interest by April 9, 2025. |
| April 4, 2025 | The CoreCard Board met, with Mr. White and representatives of Kilpatrick in attendance, and Mr. Strange updated the CoreCard Board on recent developments with respect to CoreCard's strategic alternatives efforts. |
| April 9, 2025 | Party J delivered a confidential non-binding letter of intent to CoreCard, which proposed a combination of CoreCard and Party J through a reverse merger, with CoreCard valued at $225 million and Party J valued at between $1.1 billion and $1.9 billion. |
| April 18, 2025 | The CoreCard Board met, with Mr. White and a representative of Kilpatrick in attendance, and discussed the difficulty of evaluating Party J's proposal due to the lack of audited financial information for Party J. |
| May 6, 2025 | Party J provided CoreCard with information regarding its product and projections, but did not provide any further proposed transaction terms. |
| May 8, 2025 | CoreCard held its earnings call for the first quarter of 2025, during which Mr. Strange stated that CoreCard may not be an independent company forever and was constantly evaluating opportunities. |
| May 22, 2025 | Mr. Strange advised representatives of Euronet that, given how far Euronet had progressed in its due diligence investigation of CoreCard, Euronet should provide CoreCard with an updated offer of terms for a proposed merger transaction. |
| May 23, 2025 | Euronet delivered a new non-binding indicative offer, proposing to acquire CoreCard for total merger consideration in the range of $210-$225 million, resulting in an enterprise value of CoreCard in the range of $180-$195 million. |
| May 23, 2025 | The CoreCard Board met, with Mr. White and a representative of Kilpatrick in attendance, and discussed the drop in price range from the prior non-binding indicative offer from Euronet. |
| May 23, 2025 | Mr. Strange informed a representative of Euronet that the CoreCard Board had authorized management to proceed with negotiations of a definitive merger agreement with Euronet. |
| May 30, 2025 | Mr. Strange informed the chief executive officer of Party J that CoreCard remained interested in a potential transaction with Party J, but that evaluating the financial position of Party J and the estimated valuation of the combined company following any proposed transaction would be potentially difficult. |
| June 1, 2025 | The chief executive officer of Party J sent Mr. Strange further details regarding Party J's financial position and projected results. |
| June 9, 2025 | The chief executive officer of Party J reiterated Party J's interest in acquiring CoreCard and proposed revised reverse merger transaction terms that would include $225 million for 100% of CoreCard's equity, with 15% of the merger consideration payable in cash. |
| June 10, 2025 | The CoreCard Board met to discuss the proposed offer from Party J. Following the meeting, Mr. Strange informed the chief executive officer of Party J that Party J's lack of audited financial statements made the possibility of a deal with Party J more difficult. |
| June 10, 2025 | Representatives of Euronet delivered an initial draft of a proposed merger agreement to Mr. Strange, which included a proposed purchase price for CoreCard in the range of $202.6 million to $217.6 million. |
| June 13, 2025 | CoreCard engaged Keefe, Bruyette & Woods, Inc. (KBW) solely to render an opinion to the CoreCard Board as to the fairness, from a financial point of view, of the consideration to be paid to holders of CoreCard Common Stock in a potential acquisition of CoreCard. |
| June 16, 2025 | The CoreCard Board met, with Mr. White and representatives of Kilpatrick in attendance, and Mr. Strange updated the CoreCard Board on the transaction process involving Euronet and continued discussions with Party J. |
| June 18, 2025 | Mr. Strange informed the chief executive officer of Party J that the CoreCard Board was concerned that Party J's financial statements were not audited. |
| June 18, 2025 | Representatives of Kilpatrick had a call with representatives from the internal legal department of Euronet to discuss the draft merger agreement. |
| June 20, 2025 | Kilpatrick delivered a revised draft of the merger agreement to representatives from the internal legal department of Euronet, proposing a reduced termination fee payable by CoreCard in an amount equal to 2.5% of the aggregate merger consideration. |
| June 24, 2025 | Mr. Strange spoke to a representative of Euronet regarding the progress of negotiations between the parties. |
| July 8, 2025 | On a call with a representative of Euronet, Mr. Strange conveyed that Euronet seemed to have slowed the pace of negotiation of the proposed merger agreement. |
| July 11, 2025 | Mr. Strange advised the chief executive officer of Party J that CoreCard was prepared to begin its due diligence regarding Party J. |
| July 14, 2025 | Party J provided representatives of CoreCard with access to a virtual data room for CoreCard to proceed with its due diligence process regarding Party J. |
| July 16, 2025 | Representatives from the internal legal department of Euronet delivered a revised draft of the merger agreement to Kilpatrick, which increased the termination fee payable by CoreCard in certain circumstances to $12 million. |
| July 17, 2025 | Representatives of CoreCard met with representatives of Party J. During the meetings, the representatives of Party J verbally revised Party J's acquisition offer to a CoreCard valuation of $250 million. |
| July 18, 2025 | Mr. Strange continued to convey to representatives of Euronet that CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock. |
| July 21, 2025 | Mr. Strange spoke with representatives of Euronet, who indicated that Euronet was considering increasing the proposed enterprise value of CoreCard to $250 million, or approximately $30 per share of CoreCard Common Stock. |
| July 21, 2025 | Representatives from the internal legal department of Euronet delivered to Kilpatrick a further revised draft of the merger agreement, which proposed a stock-for-stock merger transaction that valued CoreCard at approximately $250 million, or $30 per share of CoreCard Common Stock. |
| July 21, 2025 | Mr. Strange received a revised proposal of deal terms from a representative of Euronet, which included a target price of $30 per share, to be paid either 100% in Euronet Common Stock or 30% in cash and 70% in Euronet Common Stock. |
| July 22, 2025 | The CoreCard Board met, with Mr. White and a representative of Kilpatrick in attendance, and discussed the status of discussions with Party J and the CoreCard Board continued to discuss its concerns regarding Party J's unaudited financial statements. |
| July 23, 2025 | Kilpatrick delivered a revised draft of the merger agreement to representatives from the internal legal department of Euronet, which proposed a reverse termination fee of $7.5 million to be paid by Euronet under certain circumstances and reduced the termination fee payable by CoreCard under certain circumstances to $7.5 million. |
| July 25, 2025 | The Euronet Board unanimously approved the proposed merger agreement for the Merger and the transactions contemplated thereby. |
| July 25, 2025 | Representatives from the internal legal department of Euronet delivered a revised draft merger agreement to Kilpatrick, which removed any reverse termination fee payable by Euronet and increased the termination fee payable by CoreCard to $10 million. |
| July 26, 2025 | Kilpatrick sent to Stinson and representatives of Euronet an initial draft of the CoreCard disclosure letter in connection with the draft merger agreement. |
| July 27, 2025 | Kilpatrick sent to Stinson and representatives of Euronet a further revised draft of the merger agreement which reduced the termination fee payable by CoreCard to $7.5 million. |
| July 28, 2025 | Kilpatrick sent to Stinson and representatives of Euronet a further revised draft of the merger agreement that provided that Euronet would be required to take remedial action with respect to obtaining antitrust approvals unless those actions were material restrictions or requirements on, or were with respect to any material assets or business, of Euronet or CoreCard. |
| July 28, 2025 | Representatives of CoreCard met with representatives of Euronet to discuss the economic terms of the merger consideration, in particular, to determine the cash/stock split of the merger consideration and the collar for the stock merger consideration. |
| July 28, 2025 | The CoreCard Board met, with Mr. White, representatives of Kilpatrick and representatives of KBW in attendance, and discussed the status of the transaction, including the material terms of the proposed merger agreement. |
| July 28, 2025 | Representatives from Stinson delivered a revised draft of the merger agreement to Kilpatrick, which, among other things, provided for merger consideration of $4.50 in cash per share of CoreCard Common Stock, plus the number of shares of Euronet Common Stock equal to a revised exchange ratio. |
| July 29, 2025 | Kilpatrick delivered to Stinson and representatives of Euronet an updated draft of the CoreCard disclosure letter in connection with the draft merger agreement. |
| July 29, 2025 | The CoreCard Board met, with members of CoreCard's senior management, representatives of Kilpatrick and representatives of KBW in attendance, to discuss the status of the merger agreement negotiations with Euronet. |
| July 29, 2025 | A representative of Party J reached out to Mr. Strange and reiterated Party J's interest in pursuing a potential transaction with CoreCard. |
| July 29, 2025 | Representatives of Kilpatrick and Stinson continued to hold conversations and exchange drafts of the merger agreement, agreeing that the transaction should be a stock-for-stock deal in order to qualify as a tax-free reorganization. |
| July 29, 2025 | Representatives from Stinson proposed a revised draft of merger agreement to Kilpatrick reflecting an all-stock transaction. |
| July 30, 2025 | The CoreCard Board met, KBW reviewed financial aspects and rendered a fairness opinion, and the Board unanimously approved the Merger Agreement. |
| July 30, 2025 | Euronet and CoreCard executed the Merger Agreement and issued a joint press release announcing their entry into the Merger Agreement. |
| August 13, 2025 | Last reported sale price of Euronet Common Stock on Nasdaq was $97.72 per share. |
| August 15, 2025 | Euronet issued $1,000.0 million in 0.625% Convertible Senior Notes due 2030 and repurchased $131.3 million of Euronet Common Stock. |
| August 18, 2025 | Euronet filed a Current Report on Form 8-K. |
| August 22, 2025 | CoreCard filed its HSR Act notification with the FTC and DOJ. |
| August 25, 2025 | Euronet filed its HSR Act notification with the FTC and DOJ. |
| August 29, 2025 | Assumed Effective Time/Closing Date for executive compensation disclosure purposes. |
| September 9, 2025 | CoreCard filed a Current Report on Form 8-K. |
| September 18, 2025 | Record date for the Special Meeting. |
| September 23, 2025 | Date for Euronet beneficial ownership calculation (39,684,105 shares outstanding). |
| September 23, 2025 | Date for CoreCard beneficial ownership calculation (7,792,382 shares outstanding). |
| September 24, 2025 | HSR Act 30-calendar-day waiting period expired. |
| September 25, 2025 | Last trading day before the date of this proxy statement/prospectus; Euronet Common Stock closed at $87.91, CoreCard Common Stock closed at $27.06. |
| September 26, 2025 | Date of this proxy statement/prospectus and first mailing date to CoreCard stockholders. |
| October 1, 2030 | Maturity date for Euronet's 0.625% Convertible Senior Notes due 2030. |
| October 7, 2028 | Earliest date Euronet may redeem its 2030 Convertible Notes. |
| October 21, 2025 | Deadline to request documents incorporated by reference before the Special Meeting. |
| October 27, 2025 | Deadline for Internet/telephone proxy voting (11:59 p.m. Eastern Time). |
| October 28, 2025 | Date of the Special Meeting of CoreCard stockholders (9:30 a.m. Eastern Time). |
| December 15, 2025 | Deadline for stockholder proposals for CoreCard's 2026 Annual Meeting (if held) for inclusion in proxy statement. |
| January 30, 2026 | Initial Outside Date for merger completion, extendable by three months to April 30, 2026, and further to July 30, 2026. |
| March 30, 2026 | Deadline for notice of director nominees for CoreCard's 2026 Annual Meeting (if held) under universal proxy rules. |
| May 15, 2026 | Deadline for notice of director nominees for CoreCard's 2026 Annual Meeting (if held) not intended for inclusion in proxy card. |
Recommendation
holdThe CoreCard Board unanimously recommends the merger, and the implied value of $30.00 per share (within the collar) represents a decent premium over the pre-announcement price. However, the consideration is entirely in Euronet stock, which has seen its price fluctuate and even decline since the announcement. The implied value per CoreCard share has dropped from $30.00 to $27.62 based on Euronet's recent trading price. While the strategic rationale for Euronet is clear, and CoreCard faces significant customer concentration risk with Goldman Sachs, the immediate upside for CoreCard shareholders is now tied to Euronet's stock performance. Given the current implied value might not present a compelling entry point for new investors, and for existing shareholders, holding until the transaction closes is reasonable given the board's endorsement and regulatory clearance. The recommendation is 'hold' for existing shareholders to realize the merger consideration, and 'na' for new investors due to the stock-for-stock nature and current market conditions.
Keywords
Merger, Acquisition, FinTech, Payment Processing, Card Issuing, Euronet Worldwide, CoreCard Corporation, Stock-for-Stock, SEC Filing, Proxy Statement, Corporate Governance, Risk Factors, Financial Services, EEFT, CCRD
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