Western Union drops its US$500m Intermex deal over California’s terms; Intermex objects

01Why one state’s licence could stop the deal

Intermex is a licensed money transmitter. It moves money from the US, Canada, Spain, Italy and Germany, mainly to Mexico, Guatemala, El Salvador, Honduras and the Dominican Republic, through more than 100,000 independent agents and 115 of its own stores.⁷ The merger could close only with consents “with respect to the Company’s or its subsidiaries’ money transmitter licenses” from the regulators that grant them.⁷ New York gave its approval of the change of control on 13 August 2026, after Western Union committed, for three years after closing, to keep a set number of retail locations in the state, keep offering retail remittances to Latin America and the Caribbean, limit certain price changes and report to the regulator, with an independent auditor checking.⁵ The US antitrust clearance, valid for a year, lapsed while California deliberated; the companies filed again, and the new waiting period ended on 2 November. That left California as the last approval.⁶

In August DFPI said it was suspending its approval “based on a need to further review the transaction as a result of the intervening six months since approval was originally granted, and to further examine the impact of the proposal on operations in this state.”⁵ DFPI headed its 10 November announcement “California Imposes Conditions on Western Union’s Proposed Acquisition of Major Remittance Provider Intermex”, and summarised it: “California’s conditions seek to promote consumer choice, guard against money laundering, and reduce consumer fraud.”⁹ Western Union says the conditions “would have required material changes to the Company’s business model, agent relationships, and long-term business strategy”, and that California “did not identify any failure” by it to comply with rules on fraud, scams, money laundering or fair access.¹² Neither company’s filing lists the conditions.

02The dispute, and a business that shrank while it waited

Intermex’s lawyers replied the same night that every condition had been met or had failed because Western Union breached its duty to use “reasonable best efforts” to win approval, which would bar it from terminating. Intermex demanded that Western Union withdraw the notice and close, if necessary by contesting in court what Intermex calls DFPI’s unlawful suspension.³ Western Union says it disagrees and “intends to vigorously defend any such lawsuit”.¹ It had kept US$800m of delayed-draw bank loans available to pay for the deal; they could be drawn until 10 November.⁸

Intermex’s revenue fell 18.4% in July–September, to US$126.4m. In the first nine months it sent US$15.7bn, 12.6% less than a year earlier, across 35.4 million transfers, down 12.8%, which it attributes to a shrinking retail remittance market, “particularly the LAC corridor” to Latin America and the Caribbean.⁷

What to watch: whether Intermex goes to court, and whether DFPI publishes the conditions in full. A deal’s fee terms matter most when it fails; our note on Five9’s US$325m purchase of Level AI explains how a deal with no break fee works.