Item 1A. Risk Factors
ITEM 1A. RISK FACTORS
The following risks update the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. Please refer to Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, for other risks related to our business.
Our pending acquisition of CoreCard Corporation (“CoreCard”) subjects us to various risks and uncertainties, including risks that we may not complete the acquisition or realize the anticipated benefits in the expected timeframe or at all.
Completion of our acquisition of CoreCard is subject to a number of conditions set forth in the Agreement and Plan of Merger among us, CoreCard and one of our wholly owned subsidiaries (the “Merger Agreement”). Some of the conditions, such as approval by CoreCard’s stockholders and certain regulatory approvals, are beyond our control, which makes the completion of our acquisition of CoreCard (and the timing thereof) uncertain. In addition, the Merger Agreement contains certain termination rights for both CoreCard and Euronet, which if exercised, will also result in the acquisition not being consummated. Furthermore, the governmental authorities from which regulatory approvals related to the acquisition are required may impose burdensome or unacceptable conditions on the completion of the acquisition, require changes to the terms of the Merger Agreement, or prevent or delay the consummation of the acquisition. If the acquisition is not completed, our ongoing business may be adversely affected and we will be subject to a number of risks, including expenditure of time and resources, possible negative reactions from certain stakeholders, and potential market price fluctuations. If we are successful in completing the acquisition, we will be subject to other risks, including those related to the successful integration of CoreCard into our business and operations. Difficulties in integrating CoreCard may result in the failure to realize the anticipated benefits of the acquisition (including anticipated synergies) in the expected timeframe or at all, as well as operational challenges, the diversion of management’s attention from other ongoing business concerns, and unforeseen expenses, which may have an adverse impact on our financial position, results of operations, and cash flows. In addition, if the CoreCard acquisition is completed, we will be subject to the risks associated with the operation of CoreCard’s business, which are described in more detail in CoreCard’s Annual Report on Form 10-K filed with the SEC. Any of these events could impact our operations and our financial position, results of operations, and cash flows.
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