Western Union says its deal is off. Intermex says it isn't.

Western Union says it has terminated its agreement to buy Intermex. Intermex says the attempted exit is invalid and is demanding that the buyer complete the acquisition.

The clash leaves a $16-a-share cash deal in dispute after California issued a conditional approval. Western Union argues the conditions demanded changes it did not have to accept. Intermex argues the buyer failed to do enough to get the transaction closed.

Conditional approval became the breaking point

Western Union delivered its termination notice on the evening of November 10. It says the notice became effective at midnight Eastern on November 12, after the deal's latest closing deadline.

The buyer says California's Department of Financial Protection and Innovation required material changes to its business model, agent relationships and strategy. It says those requirements went beyond its obligations under the agreement.

Intermex rejects that account of the buyer's rights. Its November 12 filing says Western Union withdrew the California application on November 11. Intermex says unmet closing conditions resulted from Western Union breaching its duty to use reasonable best efforts. It demands withdrawal of the termination notice and completion of the deal, while reserving claims for damages and specific performance, a court order requiring the buyer to close.

The contract contains duties and limits

Research by Ticker Byline shows that the agreement contains both a duty to pursue regulatory approval and explicit limits on the changes Western Union has to accept. We compared the approval obligations with the provisions governing an exit after the deadline.

Section 5.03 requires reasonable best efforts and good-faith efforts to contest obstacles. But it also says Western Union need not divest assets, alter existing relationships or contracts, limit its conduct after closing, or change business practices.

The deadline clause adds another condition: a party cannot rely on that exit right if its own breach or failure caused the deal to miss closing. That helps explain why the parties can disagree about the same notice. Their competing accounts have not been resolved in the filings reviewed.

No termination fee does not settle every claim

Western Union says neither party owes a termination fee. The agreement's $27.3 million reverse fee applies to specified antitrust conditions, rather than every regulatory problem. Separate provisions preserve certain damages claims and the right to seek an order to complete the deal.

Those are different questions. The buyer's no-fee position does not resolve Intermex's threatened claims. The California conditions themselves were not included in the materials reviewed; the descriptions above are the parties' accounts.

The standalone earnings target was already on the table

The original deal, announced in August 2025, offered $16 in cash per eligible Intermex share, about $500 million of equity value plus repayment of its revolving debt.

Western Union's latest published annual adjusted earnings target, which excludes selected costs and tax items, was $1.28–$1.38 a share whether Intermex closed during 2026 or not. Its earlier outlook showed a larger difference in revenue: no closing this year meant a projected decline, rather than the growth assumed with a November 10 closing. The termination announcement supplied no new numerical outlook.

For shareholders, the next development is whether the parties resolve the dispute or seek to enforce their competing contract positions. Our Western Union profile and Intermex profile track the latest results and the disputed deal status.