Euronet Acquires Three New Prepaid Companies

Euronet completed the acquisition of 100% of the assets of Telerecarga S.A., a Spanish prepaid wireless top-up company. Euronet also increased its ownership of U.K.- based ATX Software Ltd., from 10% to 51% by acquiring an additional 41% of the shares of that company. In addition to the two European acquisitions, Euronet acquired 100% of the assets of Dynamic Telecom, Inc., a prepaid service provider in the U.S. Telerecarga Established in 1999, Telerecarga specializes in the electronic distribution of prepaid wireless airtime and other prepaid products through approximately 10,000 POS terminals and over 14,000 other points of sale through Electronic Cash Register integrations in Spain. The company is based in Madrid and has its own technology platform, which is connected to the POS terminals of retailers to facilitate the electronic distribution of prepaid services. Under the Telerecarga acquisition agreement, Euronet acquired substantially all of the assets of the Spanish prepaid wireless company for a purchase price of EUR38.0 million with EUR23 million (approximately $30.6 million) being paid at closing on March 16, 2005 through the assumption of a like amount of liabilities of Telerecarga. Subject to fulfillment of certain conditions that Euronet expects will be met, the remaining EUR15 million will be payable on May 4, 2005 through the assumption of approximately EUR2.4 million in liabilities and a payment in cash of EUR12.6 million. ATX ATX Software Ltd. is a provider of electronic prepaid voucher solutions headquartered in the U.K. The company offers software or outsourcing solutions for prepaid processing to existing scratch card distributors willing to switch to electronic top-up solutions. ATX has customers in more than 25 countries and works directly with scratch card distributors, who in turn contract with individual retailers. In a transaction closed in May 2004, Euronet purchased 10% of ATX and was granted an option to purchase an additional 41% of the shares of ATX at any time prior to April 1, 2005. Euronet exercised this option in March 2005 by purchasing the additional 41% of the shares of ATX for EUR8.0 million (approximately $10.7 million). 50% of the purchase price was settled through the issuance of 215,644 shares of Euronet common stock and the remaining 50% was settled through a EUR4.0 million cash payment. Dynamic Telecom Further expanding its prepaid business in the U.S., Euronet acquired substantially all of the assets of Dynamic Telecom, Inc., which specializes in selling prepaid services, including wireless top-up, long distance calling cards, and financial services products such as credit cards and stored-value cards via point-of-sale terminals in convenience store retail chains across the U.S. The assets of Dynamic Telecom were purchased on an earn-out basis through an initial issuance of 434,116 shares of Euronet common stock, subject to certain holdbacks and adjustments, and future earn out payments. The earn-out will be calculated based on certain 2005 performance criteria as specified in the purchase agreement, and is currently estimated to be between $7 million and $10 million. Euronet has the option of paying the earn-out in common stock or a combination of cash and common stock. Additionally, Euronet is in the process of exploring market opportunities for its EFT business segment in new and emerging markets. Euronet expects the Telerecarga, ATX and Dynamic Telecom acquisitions, offset by certain market development costs incurred in its EFT segment initiatives to contribute approximately $0.01 to $0.02 incremental per quarter to its fully diluted earnings per share beginning in the second quarter 2005. This estimate is subject to refinement resulting from purchase price allocation and the related amortization, and it is based on current and projected financial performance of all th