嘉银通美股招股说明书(2025-09-26版)

MERGER PROPOSED — YOUR VOTE IS IMPORTANT Dear Stockholders of CoreCard Corporation: On July30, 2025, CoreCard Corporation (“CoreCard”) entered into an Agreement and Plan of Merger (as it may be amended fromtime to time, the “Merger Agreement”), with Euronet Worldwide, Inc. (“Euronet”) and Genesis Merger Sub Inc., a wholly owned subsidiaryof Euronet (“Merger Sub”), providing for the merger of Merger Sub with and into CoreCard (the “Merger”), and for CoreCard to be thesurviving corporation in the Merger. Upon completion of the Merger, CoreCard would be a wholly owned subsidiary of Euronet. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “EffectiveTime”), each share of Common Stock, par value $0.01 per share, of CoreCard (“CoreCard Common Stock”) that is issued and outstandingimmediately prior to the Effective Time (other than shares of CoreCard Common Stock owned by CoreCard, Euronet or any of theirrespective wholly owned subsidiaries) will be automatically cancelled and cease to exist and will be converted into the right to receive anumber of shares of common stock, par value $0.02per share, of Euronet (“Euronet Common Stock,” and such number of shares ofEuronet Common Stock, the “Per Share MergerConsideration”) equal to an exchange ratio (the “Exchange Ratio”), which will depend onthe volume weighted average price per share of Euronet Common Stock on the Nasdaq Global Stock Market (the “Nasdaq”) for the 15consecutive trading days ending on and including the second full trading day prior to the Effective Time (the “Euronet Stock Price”). If theEuronet Stock Price is greater than $95.4798 but less than $107.7997, the Exchange Ratio will be the quotient obtained by dividing $30.00by the Euronet Stock Price, rounded to four decimal places; if the Euronet Stock Price is greater than or equal to $107.7997, the ExchangeRatio will be 0.2783; and if the Euronet Stock Price is equal to or less than $95.4798, the Exchange Ratio will be 0.3142. Accordingly, if theEuronet Stock Price were between $95.4798 and $107.7997, the implied value of the Per Share Merger Consideration would be $30.00; ifthe Euronet Stock Price were greater than $107.7997, the implied value of the Per Share Merger Consideration would be greater than$30.00; and if the Euronet Stock Price were less than $95.4798, the implied value of the Per Share Merger Consideration would be less than$30.00. The Euronet Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of EuronetCommon Stock, which is subject to fluctuation, including during the period until the Effective Time. For illustrative purposes only, thefollowing table presents the Exchange Ratio and the implied value of the Per Share Merger Consideration based on different values for theEuronet Stock Price: Shares of CoreCard Common Stock are listed on the New York Stock Exchange (the “NYSE”) under the symbol “CCRD.” Shares ofEuronet Common Stock are listed on Nasdaq under the symbol “EEFT.” We encourage you to obtain current market quotations for bothCoreCard Common Stock and Euronet Common Stock. In connection with the proposed Merger, CoreCard will hold a special meeting of its stockholders (the “Special Meeting”). At theSpecial Meeting, the holders of CoreCard Common Stock will be asked to vote on (i) a proposal to adopt the Merger Agreement (the“MergerAgreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid orbecome payable to CoreCard’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory CompensationProposal”) and (iii)a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permitsolicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “AdjournmentProposal”). Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding sharesof CoreCard Common Stock entitled to vote thereon, and approval of the Advisory Compensation Proposal and Adjournment Proposalrequires, in each case, the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the applicableproposal, assuming a quorum is present. The Special Meeting will be held at CoreCard’s principal executive offices located at One MecaWay, Norcross, Georgia 30093, on October 28, 2025, at 9:30 a.m. Eastern Time.The board of directors of CoreCard unanimouslyrecommendsthat stockholders of CoreCard vote(i)“FOR”the Merger Agreement Proposal,(ii)“FOR”the AdvisoryCompensation Proposal and (iii) “FOR” the Adjournment Proposal. Your vote is very important. The obligations of CoreCard and Euronet to complete the Merger are subject to the satisfaction or waiverof a number of conditions set forth in the Merger Agreement, including