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Acquisitions
9 Months Ended
Sep. 30, 2015
Business Acquisition [Line Items]  
ACQUISITION
ACQUISITIONS
XE Corporation
On July 2, 2015, the Company completed the acquisition of all of the capital stock of XE Corporation and its subsidiaries ("XE") pursuant to a Share Purchase Agreement (the "XE Purchase Agreement") among the Company and the selling shareholders of XE (the "XE Sellers"). XE Corporation is a Canadian company which operates the XE.com and x-rates.com websites, providing currency-related data and international payments services. This acquisition provides Euronet an internationally recognized brand and a large Internet presence in which to offer its foreign currency products.
Under the terms of the Purchase Agreement, the Sellers received purchase consideration (the "XE Purchase Consideration") of $79.9 million in cash, including working capital adjustments finalized in the third quarter of 2015, and 642,912 shares of Euronet common stock, with a fair value at date of acquisition of $40.1 million. Half of the common stock portion of the XE Purchase Consideration was placed in escrow at closing as security for the XE Sellers' indemnification and other obligations under the XE Purchase Agreement. Any XE Purchase Consideration remaining in escrow will be released to the XE Sellers two years following the closing date, net of any pending indemnification or other claims under the XE Purchase Agreement.
The XE 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. The valuation of the acquired net assets remains preliminary while management completes its valuation, particularly the valuation of acquired intangible assets. The intangible asset amounts are expected to be deductible for income tax purposes, but the goodwill amount is not. 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 the Company's results of operations. The net assets of XE and its results of operations are included in the Money Transfer Segment's results.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.
(in thousands)
 
As of July 2, 2015
Cash and cash equivalents
 
$
1,872

Other current assets
 
1,294

Intangible assets
 
15,367

Other long-term assets
 
341

Deferred tax assets
 
9,636

Total assets acquired
 
28,510

 
 
 
Trade accounts payable
 
(26
)
Accrued expenses and other current liabilities
 
(11,824
)
Other long-term liabilities
 
(571
)
Total liabilities assumed
 
(12,421
)
 
 
 
Goodwill
 
103,887

 
 
 
Net assets acquired
 
$
119,976



The intangible assets of XE 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
 
$
2,011

 
5 years
Customer relationships
 
9,414

 
8 years
Trade names
 
3,654

 
20 years
Non-compete agreements
 
288

 
3 years
Total intangible assets
 
$
15,367

 
 


IME
On June 17, 2015, the Company completed the acquisition of all of the capital stock of IME (M) Sdn Bhd and certain affiliated companies ("IME") pursuant to a Share Purchase Agreement (the "IME Purchase Agreement") among the Company and the selling shareholders of IME (the "IME Sellers"). IME is a leading Malaysian-based money transfer provider and provides the Money Transfer Segment with immediate entry into the Asian and Middle East send markets.
Under the terms of the IME Purchase Agreement, the IME Sellers received purchase consideration (the "IME Purchase Consideration") of $76.7 million in cash, including working capital adjustments finalized in the third quarter of 2015, and 49,941 shares of Euronet common stock, with a fair value at date of acquisition of $3.0 million. A portion of the IME Purchase Consideration was placed in escrow at closing as security for the IME Sellers' indemnification and other obligations under the IME Purchase Agreement. Any IME Purchase Consideration remaining in escrow will be released to the IME Sellers at various defined dates over five years following the closing date, net of any pending indemnification or other claims under the IME Purchase Agreement.
The IME 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. The valuation of the acquired net assets remains preliminary while management completes its valuation, particularly the valuation of acquired intangible assets. 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 the Company's results of operations. The net assets of IME and its results of operations are included in the Money Transfer Segment's results.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.
(in thousands)
 
As of June 17, 2015
Cash and cash equivalents
 
$
33,279

Other current assets
 
17,082

Intangible assets
 
35,130

Other long-term assets
 
5,234

Total assets acquired
 
90,725

 
 
 
Trade accounts payable
 
(1,958
)
Accrued expenses and other current liabilities
 
(1,548
)
Settlement obligations and customer deposits
 
(27,700
)
Deferred tax liabilities
 
(9,142
)
Other long-term liabilities
 
(859
)
Total liabilities assumed
 
(41,207
)
 
 
 
Goodwill
 
30,193

 
 
 
Net assets acquired
 
$
79,711



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

(in thousands)
 
Fair Value
 
Estimated
Useful Life
Customer relationships
 
$
33,940

 
8 years
Trade names
 
650

 
2 years
Non-compete agreements
 
540

 
5 years
Total intangible assets
 
$
35,130