International Money Express, Inc.

Current report

The announcement and pendency of the proposed Merger may adversely affect our business, financial condition, and results of operations.

Current report

The announcement and pendency of the proposed Merger could cause disruptions to our business or business relationships and create uncertainty surrounding our business, which could have an adverse impact on our financial condition and results of operations, regardless of whether the Merger is completed, including as a result of the following (all of which could be exacerbated by a delay in completion of the Merger):

Current report

•customers, agents or other parties with which we maintain business relationships may experience uncertainty prior to the closing of the Merger and seek alternative relationships with third parties or seek to terminate or renegotiate their relationships with us;

Current report

•our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to attract, retain and motivate key personnel and other employees;

Current report

•the restrictions imposed on our business and operations pursuant to certain covenants set forth in the Merger Agreement, which may prevent us from pursuing certain opportunities;

Current report

•the attention of our management may be directed to Merger-related considerations and may be diverted from the day-to-day operations of our business; and

Current report

•there may be litigation relating to the Merger, or injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto.

Current report

Failure to consummate the Merger within the expected time frame or at all could have a material adverse impact on our business, financial condition and results of operations.

Current report

There can be no assurance that the proposed Merger will be consummated. The consummation of the proposed Merger is subject to various customary closing conditions, including: (i) approval of the stockholders of the Company, (ii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, (iv) the receipt of applicable consents, approvals or other clearances required to be obtained under the Merger Agreement, including with respect to the Company’s or its subsidiaries’ money transmitter licenses, and (v) other customary closing conditions. There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all. If the Merger is not completed, we may suffer consequences that could adversely affect our business, results of operations, and share price, including the following:

Current report

•we could be required to pay a termination fee of $19,800,000 to Western Union under certain circumstances as described in the Merger Agreement;

Current report

•there can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Western Union or that we will wholly or partially recover for any damages incurred by us in connection with the Merger;

Current report

•we would have incurred and will incur significant costs in connection with the Merger that we would be unable to wholly or partially recover;

Current report

•we may be subject to legal proceedings related to the Merger;

Current report

Index

Current report

•the failure of the Merger to be consummated may result in negative publicity and a negative impression of us among customers or in the investment community or business community generally;

Current report

•any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our employees, customers, suppliers, and other business partners, may continue or intensify in the event the merger is not consummated;

Current report

•we may experience a departure of management personnel and other employees.

Current report

We and our directors may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Merger from being completed.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies and their directors when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement, and such lawsuits may be brought against us and our directors in connection with the Merger Agreement. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations.