Delaware (State or other jurisdiction of incorporation) |
001-31648 (Commission File Number) |
74-2806888 (I.R.S. Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(a) | Financial statements of businesses acquired. | ||
The consolidated financial statements of RIA Envia, Inc. and its subsidiaries as of and for the years ended December 31, 2006 and 2005, together with the independent auditors reports thereon, are set forth in Exhibit 99.1 and incorporated by reference herein. | |||
(b) | Pro forma financial information. | ||
The accompanying unaudited pro forma condensed consolidated financial statements are set forth as Exhibit 99.2 and incorporated by reference herein. These unaudited pro forma condensed consolidated financial statements give effect to the acquisition of RIA Envia, Inc., which occurred on April 4, 2007. The acquisition of RIA Envia, Inc. is more fully described in Item 2 of Euronets Form 8-K filed on April 9, 2007. | |||
The accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2006 gives effect to the Acquisition as if it had occurred on December 31, 2006. | |||
The accompanying unaudited pro forma condensed consolidated statement of income for the 12 months ended December 31, 2006 gives effect to the Acquisition as if it had occurred on January 1, 2006. | |||
The unaudited pro forma condensed combined financial statements were prepared using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price is allocated to the net tangible and identifiable intangible assets of the acquired entity, based on their respective estimated fair values. The unaudited pro forma condensed combined financial information has been prepared based on a preliminary analysis of fair values performed by certain valuation experts. Therefore, the actual amounts recorded as of the completion of their analysis might differ materially from the information presented in the unaudited pro forma condensed combined financial statements. | |||
The unaudited pro forma condensed consolidated balance sheet and statement of income should be read in conjunction with Euronets Form 8-K filed on April 9, 2007, and historical financial statements and managements discussion and analysis of financial condition and results of operations in its annual report on Form 10-K. The unaudited pro forma financial information is presented for comparative purposes only and is not intended to be indicative of the results of continuing operations or financial position that would have been achieved had the Acquisition been consummated as of the dates indicated above, nor do they purport to indicate results which may be attained in the future. | |||
(d) | Exhibits. | ||
The following additional exhibits are filed herewith: |
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Exhibit No. | Description | |
23.1
|
Consent of Stonefield Josephson, Inc. | |
23.2
|
Consent of Fàbregas, Mercadé & Co. | |
23.3
|
Consent of Baker Tilly Consulaudit S.p.A. | |
23.4
|
Consent of BDO Ortega & Asociados | |
99.1
|
Consolidated Financial Statements of RIA Envia, Inc. and its Subsidiaries | |
99.2
|
Pro Forma Unaudited Condensed Consolidated Financial Statements of Euronet Worldwide, Inc. |
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EURONET WORLDWIDE, INC. |
||||
By: | /s/ Rick L. Weller | |||
Rick L. Weller | ||||
Executive Vice President - Chief Financial Officer | ||||
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Exhibit | ||
Number | Description | |
23.1
|
Consent of Stonefield Josephson, Inc. | |
23.2
|
Consent of Fàbregas, Mercadé & Co. | |
23.3
|
Consent of Baker Tilly Consulaudit S.p.A. | |
23.4
|
Consent of BDO Ortega & Asociados | |
99.1
|
Consolidated Financial Statements of RIA Envia, Inc. and its Subsidiaries | |
99.2
|
Pro Forma Unaudited Condensed Consolidated Financial Statements of Euronet Worldwide, Inc. |
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