International Money Express (IMXI) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a merger agreement under which the company will be acquired by Western Union for $16.00 per share in cash, representing a significant premium to recent trading prices.

• The board, following a robust strategic alternatives process and the unanimous recommendation of a special committee of independent directors, recommends voting in favor of the merger.

• The merger is not subject to a financing contingency; Western Union has committed sufficient funds for the transaction.

• If approved, the company will become a wholly owned subsidiary of Western Union and its shares will be delisted from Nasdaq.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the merger agreement, (2) an advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• A special committee of independent directors led the strategic review and negotiations.

• The board and committee considered multiple offers and strategic alternatives before selecting the Western Union proposal.

• Directors and executive officers are expected to vote their shares in favor of the merger.