Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14(a)-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

MONEYGRAM INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

On May 4, 2017, MoneyGram International, Inc. (the “Company”) released an infographic with respect to their proposed merger contemplated by that certain Agreement and Plan of Merger, dated as of January 26, 2017, as amended, by and among the Company, Alipay (UK) Limited, Matrix Acquisition Corp. and for the limited purposes therein, Alipay (Hong Kong) Holding Limited. Below is the infographic, which is being filed herewith as definitive additional proxy materials.

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MoneyGram & Ant Financial A N T F I N A N C I A L V I S U A L I D E N T I T Y S Y S T E M Bringing Inclusive / L O G O Around the World On April 16, 2017, Ant Financial and M into an amended merger agreement, Financial will acquire all outstanding sh for $18.00 per share in cash. Significant Benefits for Consumers > Provides customers in 200+ countries and terr accessible financial services. > Connects MoneyGram’s money transfer networ accounts, and approximately 350,000 physical locations, with Ant Financial’s users who enjoy a broad-suite of technology-based financial services, including $18.00 payments, credit and insurance products. PER SHARE IN CASH > Significantly accelerates and expands MoneyGram’s global hybrid solutions and integrates an even larger physical and digital network, making money ~64% transfers easier for customers and providing a wider selection of services for PREMIUM TO MONEYGRAM’S 3-MONTH the agents who serve them. VWAP ENDED JANUARY 25, 2017 An Ideal Partner for MoneyGram HEADQUARTERS > Ant Financial and MoneyGram have a common goal of promoting financial > MoneyGram will retain its brand inclusion worldwide. name and remain headquartered in Dallas and will operate as an independent subsidiary of Ant > Ant Financial is committed to investing in MoneyGram’s workforce and growing Financial jobs in the U.S. > Ant Financial has a track record of successfully partnering with leading American companies, including Verifone, EyeVerify and First Data. LEADERSHIP & INTEGRATION TEAM Continued Commitment to the Protection of > Alex Holmes will continue to serve Customer Data as Chief Executive Officer of MoneyGram > Ant Financial shares MoneyGram’s commitment to the protection of customers’ > Douglas Feagin, Senior Vice data and will work with U.S. authorities to ensure compliance with the highest President of Ant Financial standard of data protection regulations. > Souheil Badran, General Manager for North America, from > Following the close of the transaction, MoneyGram’s data protection policies Ant Financial will remain in place and MoneyGram will continue to independently manage and store customers’ data in its secure facility located in the U.S. TIMING & CLOSING CONDITIONS > On track to close in the second half of 2017 > Waiting period under HSR expired > Continue to make progress on obtaining remaining regulatory approvals > Stockholder vote scheduled for May 16, 2017 FOR MORE INFORMATION PLEASE VISIT MONEYGRAM.COM OR ANTGROUP.COM

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Forward-Looking Statements This communication contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect MoneyGram’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements are forward-looking statements within the meaning of the federal securities laws, including, among other things, statements regarding the likelihood of the merger with Ant Financial being consummated and the timing of the special meeting. These statements are subject to numerous risks and uncertainties, including the risk that the conditions to the closing of the merger may not be consummated or that Euronet or a third party may make a revised proposal with respect to an alternative transaction to the merger, many of which are beyond MoneyGram’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. Additional Information for Stockholders In connection with the proposed merger with Ant Financial, MoneyGram has filed a definitive proxy statement, a supplement to such proxy statement and other materials with the Securities and Exchange Commission (the “SEC”) and mailed such definitive proxy statement and supplement to its stockholders of record as of April 7, 2017. In addition, MoneyGram may also file other relevant documents with the SEC regarding the Amended Merger Agreement and the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S), SUPPLEMENT AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION WITH ANT FINANCIAL. Investors and security holders may obtain a free copy of the proxy statement(s) and supplement and other documents filed with the SEC by the Company, at the Company’s website, corporate.moneygram.com, or at the SEC’s website, www.sec.gov. The proxy statement(s), supplement(s) and other relevant documents may also be obtained (when available) for free from the Company by writing to MoneyGram International, Inc., 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, Attention: Investor Relations. Participants in the Solicitation The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Proxy Statement on Schedule 14A for the 2017 annual meeting of stockholders for the Company, which was filed with the SEC on April 27, 2017. This document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement that has been filed with the SEC and will be contained in other relevant materials to be filed with the SEC.

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