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CoreCard and Euronet have entered a definitive merger agreement dated July 30, 2025, under which Genesis Merger Sub (an Euronet subsidiary) will merge into CoreCard and CoreCard will become a wholly owned subsidiary of Euronet. At the Effective Time each outstanding CoreCard share (other than excluded shares) will be cancelled and converted into a number of Euronet common shares determined by an Exchange Ratio tied to the 15-day VWAP of Euronet stock ending two full trading days before closing. The Exchange Ratio yields fixed conversion points: 0.3142 if Euronet price ≤ $95.4798, 0.2783 if ≥ $107.7997, and $30.00 implied value between those thresholds.
The companies expect closing in Q4 2025, subject to CoreCard stockholder approval and regulatory clearances including HSR filings (Euronet filed August 25, 2025; CoreCard filed August 22, 2025). KBW delivered a fairness opinion to CoreCard dated July 30, 2025. Key deal mechanics: CoreCard RSUs vest and convert into merger consideration; options vest and convert into cash equal to (Exchange Ratio × Euronet Price) minus strike. Termination provisions include a $7.5 million termination fee in specified circumstances. Euronet issued $1,000 million 0.625% convertible notes on August 15, 2025. The merger will be accounted for as an acquisition with Euronet as accounting acquirer.
Euronet Worldwide intends to sell $850.0 million aggregate principal amount of convertible senior notes due 2030 in a private placement to qualified institutional buyers, with an initial purchasers' option to buy up to an additional $150.0 million. The offering will be accompanied by privately negotiated capped call transactions intended to cover the number of shares initially underlying the notes; those capped calls are expected to reduce potential dilution on conversion and may offset certain cash payments, subject to a cap.
The company also intends to use up to $175 million of cash on hand to repurchase shares of common stock from purchasers of the notes in privately negotiated transactions concurrent with pricing, with the repurchase price equal to the last reported sale price on the Nasdaq on the offering date. No assurance is given as to the amount or terms of any repurchases, and the offering and securities are being made under exemptions from registration.
Euronet Worldwide (EEFT) signed a definitive Agreement and Plan of Merger with CoreCard Corporation on 30 Jul 2025. Genesis Merger Sub, a wholly-owned subsidiary, will merge into CoreCard, which will survive as a wholly-owned subsidiary of Euronet.
CoreCard shareholders will receive Euronet common stock valued at $30.00 per CoreCard share, delivered through a floating exchange ratio of 0.2783–0.3142 EEFT shares depending on EEFT’s 15-day VWAP before closing. All outstanding CoreCard RSUs will vest for the same stock consideration, while options will be cashed out based on the exchange ratio.
Closing hinges on CoreCard shareholder approval, HSR clearance, SEC effectiveness of a Form S-4, Nasdaq listing of the new shares and other customary conditions. Either party may terminate if the deal is not completed by 30 Jan 2026 (plus two automatic three-month extensions for antitrust delays). CoreCard must pay Euronet a $7.5 million termination fee under specified circumstances. A joint press release is filed as Exhibit 99.1.
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