According to the Complaint, On January 26, 2017, MoneyGram and Ant Financial Services Group (“Ant Financial”) announced that they entered into a definitive agreement (the “Merger Agreement”) pursuant to which MoneyGram would be acquired by Ant Financial with stockholders of MoneyGram being offered $13.25 per share in cash for their shares. Under the terms of the Proposed Transaction, Alipay UK, an entity owned by Alipay (Hong Kong) Limited (“Guarantor”) – a subsidiary of Ant Financial, will acquire all outstanding shares of MoneyGram. The Proposed Transaction was unanimously approved and adopted by the members of the MoneyGram Board of Directors (defined below). The $13.25 per share consideration represents a mere 11.5% premium to the closing price of the Company’s shares on the day prior to the announcement.
The Complaint alleges in pursuing the plan to facilitate the acquisition of MoneyGram by Ant Financial and the Ant Affiliates for grossly inadequate consideration through a flawed process, the Defendants have violated Sections 14(a) and 20(a) of the Exchange Act by causing a materially incomplete and misleading Schedule 14A Proxy Statement (“Proxy”) to be filed with U.S. Securities and Exchange Commission (“SEC”) on March 2, 2017. The Proxy recommends that MoneyGram stockholders vote in favor of the Proposed Transaction based on misleading information and without disclosing all material information.
This case was voluntarily dismissed on April 26, 2017.