Note 12 - Subsequent Events

6 Months Ended

Jun. 30, 2025

Notes to Financial Statements

Subsequent Events [Text Block]

12. SUBSEQUENT EVENTS

Proposed Merger with Euronet Worldwide Inc.

On July 30, 2025, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Euronet Worldwide, Inc., a Delaware corporation (“Euronet”), and Genesis Merger Sub Inc., a Georgia corporation and wholly owned subsidiary of Euronet (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the Georgia Business Corporation Code, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and continuing as a wholly owned subsidiary of Euronet. The respective boards of directors of the Company and Euronet have approved the Merger Agreement, and the board of directors of the Company has recommended that the Company’s shareholders adopt the Merger Agreement.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) (other than such shares owned by the Company, Euronet or Merger Sub or owned by any wholly owned subsidiary of Euronet (other than Merger Sub) or of the Company will be converted into the right to receive: (i) a number of shares of Euronet’s common stock, par value $0.02 per share (the “Euronet Common Stock”), equal to the Exchange Ratio (as defined below) and (ii) any cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes (collectively, the “Per Share Merger Consideration”). Under the terms of the Merger Agreement, the “Exchange Ratio” means:

● if the volume weighted average price per share of Euronet Common Stock on Nasdaq for the fifteen consecutive trading days ending on, and including, the second full trading day prior to the Effective Time (the “Euronet Stock Price”) is equal to or less than $95.4798, then 0.3142;

● if the Euronet Stock Price is greater than $95.4798 but less than $107.7997, then the quotient obtained by dividing $30.00 by the Parent Stock Price, rounded to four decimal places; or

● if the Euronet Stock Price is greater than or equal to $107.7997, then 0.2783.

The proposed transaction values the Company at approximately $248 million, or $30 per share of Company Common Stock. The parties have until January 30, 2026, plus two automatic three-month extensions, to close the transaction. Termination of the merger agreement by the Company requires a termination fee payment to Euronet of $7.5 million.

If the Merger is consummated, the Company Common Stock will be delisted from The New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Following the closing of the Merger, the Euronet Common Stock will continue to be listed on the NASDAQ Global Select Market (“Nasdaq”) under the ticker symbol “EEFT.”

Changes in Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA permanently extends certain expiring provisions from the Tax Cuts and Jobs Act of 2017, including accelerated tax recovery for certain capital investments and research and development expenditures and the business interest expense limitation. Additionally, the OBBBA includes changes to the taxation of foreign income for U.S.-domiciled businesses. While we are currently evaluating the impact that the OBBBA may have on the Company and our consolidated financial statements, we do anticipate a decrease in our current year cash tax liability as a result of the OBBBA.