ACQUISITIONS

On May 20, 2014, the Company completed the acquisition of all of the capital stock of EIM (FX) Limited and TBK (FM) Limited (the "Acquired Companies") pursuant to a Share Purchase Agreement dated March 7, 2014 (the "Purchase Agreement") among the Company and the selling shareholders (the "Sellers"). The Acquired Companies, each a United Kingdom limited company, own subsidiaries that operate under the brand names HiFX and HiFM, respectively.

HiFX offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses, complementing Euronet’s existing consumer-to-consumer money transfer business. HiFX has an innovative multi-channel platform which allows customers to make transfers, track payments and manage their international payment activity online or through a customer service representative. HiFM offers cash management solutions and foreign currency risk management services to small-to-medium sized businesses.

Under the terms of the Purchase Agreement, the Sellers received purchase consideration (the "Purchase Consideration") of £111.8 million in cash ($188.0 million), including working capital adjustments finalized in the third quarter of 2014, and 1,262,654 shares of Euronet common stock, with a fair value at date of acquisition of $56.6 million (the "Consideration Shares"). An amount equal to $16.0 million of the cash portion of the Purchase Consideration and all of the Consideration Shares were placed in escrow at closing as security for the Sellers' indemnification and other obligations under the Purchase Agreement. Any Purchase Consideration remaining in escrow will be released to the Sellers two years following the closing date, net of any pending indemnification or other claims under the Purchase Agreement.

The Purchase Consideration was allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition. None of the goodwill or intangible asset amounts are expected to be deductible for income tax purposes. Pro-forma results of operations, assuming this acquisition was made at the beginning of the earliest period presented, have not been presented because the effect of this acquisition was not material to our results. The net assets of the Acquired Companies and their results from operations are included in the Money Transfer Segment's results.

During the third quarter of 2014, the Company adjusted the purchase price allocation of the Acquired Companies and expects to finalize the allocation by the end of 2014. Changes from our preliminary estimates as of June 30, 2014 were not material to our consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.



(in thousands)	As of May 20, 2014
Cash and cash equivalents	$	103,319
Derivative assets	26,597
Other current assets	2,902
Intangible assets	102,841
Other long-term assets	627
Total assets acquired	236,286

Trade accounts payable	(1,253		)
Accrued expenses and other current liabilities	(7,037		)
Derivative liabilities	(18,187		)
Settlement obligations and customer deposits	(97,781		)
Deferred tax liabilities	(23,524		)
Other long-term liabilities	(677		)
Total liabilities assumed	(148,459		)

Goodwill	156,748

Net assets acquired	$	244,575

The intangible assets of the Acquired Companies are being amortized on a straight-line basis, and the estimated fair values consist of the following:



(in thousands)	Fair Value		Estimated Useful Life
Proprietary software	$	61,704	10 years
Customer relationships	26,764		8 years
Trade names	12,247		20 years
Non-compete agreements	2,126		3 years
Total intangible assets	$	102,841