- Shareholders stand to receive a significant and attractivecash premium, as the purchase price of US$34.00 per share represents a 56% premium tothe closing price of Subordinate Voting Shares on the last tradingday before media reports regarding a potential transactioninvolving Nuvei
- Board recommends shareholders vote "FOR" theArrangement
- Shareholders are encouraged to review the proxy circularcarefully and to submit their proxies in advance of theJune 14, 2024 at 10:00 a.m. (Eastern time) deadline
- For more information go to www.NuveiPOA.com
MONTREAL, May 14, 2024/PRNewswire/ --Nuvei Corporation("Nuvei" or the"Company") (Nasdaq: NVEI) (TSX: NVEI), announced today that it hasfiled and is in the process of mailing a letter and managementproxy circular (the "Circular") to shareholders in connection withits previously announced transaction to be taken private by AdventInternational ("Advent").
The special meeting of shareholders (the "Meeting") has beencalled for shareholders of Nuvei to consider, and, if deemedadvisable, to pass, with or without variation, a special resolution(the "Arrangement Resolution") approving a statutory plan ofarrangement (the "Arrangement") involving the Company and NeonMaple Purchaser Inc. (the "Purchaser"), a newly-formed entitycontrolled by Advent, pursuant to the provisions of the CanadaBusiness Corporations Act. Pursuant to the Arrangement,the Purchaser will acquire all the issued and outstandingsubordinate voting shares ("Subordinate Voting Shares") andmultiple voting shares ("Multiple Voting Shares" and collectivelywith the Subordinate Voting Shares, the "Shares") of the Companythat are not held by Philip Fayer,certain investment funds managed by Novacap Management Inc.(collectively, "Novacap") and Caisse de dépôt et placement duQuébec ("CDPQ" and, collectively with Philip Fayer and Novacap and the entities theycontrol directly or indirectly, the "RolloverShareholders")ifor a price of US$34.00 cash per Share (the"Consideration").
The Company also announced today that the Superior Court ofQuébec (Commercial Division) (the "Court") has granted an interimorder (the "Interim Order") in connection with the Arrangement,authorizing the calling and holding of the Meeting and othermatters relating to the conduct of the Meeting.
Board Recommends Shareholders Vote FOR the Arrangement
The board of directors of the Company (the "Board") hasunanimously concluded (with interested directors abstaining fromvoting) that the Arrangement is in the best interests of theCompany and its shareholders and recommends that shareholders voteFOR the Arrangement Resolution. This recommendation follows theunanimous recommendation of a special committee of the Board whichis comprised solely of independent directors and was formed inconnection with the transaction (the "Special Committee"), to theeffect that the Arrangement and the entering into of theArrangement Agreement is in the best interests of the Company andthe Arrangement is fair to Shareholders (other than the RolloverShareholders). The Special Committee was advised by independentlegal counsel and retained TD Securities Inc. ("TD") as financialadvisor and independent valuator.
Reasons to vote FOR the Arrangement include:
- Attractive Premium. The Consideration represents asignificant and attractive premium of approximately 56% to theclosing price of the Subordinate Voting Shares on the Nasdaq onMarch 15, 2024, the last trading dayprior to media reports regarding a potential transaction involvingthe Company, and a premium of approximately 48% to the 90-dayvolume weighted average trading priceii per SubordinateVoting Share as of such date.
- Maximum Consideration.The Special Committeeconcluded, after extensive negotiations, that the Consideration,which represents an increase of approximately 42% from theconsideration initially proposed by Advent, was the highest pricethat could be obtained from Advent and that further negotiation mayhave caused Advent to withdraw its proposal.
- Consideration within the Valuation Range.TheConsideration is within the range of the fair market value of theShares as determined by TD Securities in its formalvaluation.
- Form of Consideration.The cash considerationprovides certainty of value and immediate liquidity.
In the event that the Arrangement is not completed, the tradingprice of the Subordinate Voting Shares could decline significantlyto levels at or below those experienced before the dissemination ofmedia reports on March 16, 2024regarding a potential transaction involving the Company.
Meeting Information and Circular
Shareholders should review the Circular, which describes, amongother things, the background to the Arrangement as well as thereasons for the determinations and recommendations of the SpecialCommittee and the Board. The Circular contains a detaileddescription of the Arrangement and includes additional informationto assist in considering how to vote at the Meeting. Shareholdersare urged to read this information carefully and, if they requireassistance, are urged to consult their financial, legal, tax orother professional advisors.
To be effective, the Arrangement must be approved by theArrangement Resolution, the full text of which is outlined inAppendix A of the Circular, passed by: (i) at least 66 2/3% of thevotes cast by the holders of Multiple Voting Shares and SubordinateVoting Shares virtually present or represented by proxy at theMeeting, voting together as a single class (with each SubordinateVoting Share being entitled to one vote and each Multiple VotingShare being entitled to ten votes); (ii) not less than a simplemajority of the votes cast by holders of Multiple Voting Sharesvirtually present or represented by proxy at the Meeting; (iii) notless than a simple majority of the votes cast by holders ofSubordinate Voting Shares virtually present or represented by proxyat the Meeting; (iv) not less than a simple majority of the votescast by holders of Subordinate Voting Shares virtually present orrepresented by proxy at the Meeting (excluding the SubordinateVoting Shares held by the Rollover Shareholders and the personsrequired to be excluded pursuant to Multilateral Instrument 61-101– Protection of Minority Security Holders in Special Transactions("MI 61-101")); and (v) not less than a simple majority of thevotes cast by holders of Multiple Voting Shares virtually presentor represented by proxy at the Meeting (excluding the MultipleVoting Shares held by the Rollover Shareholders and the personsrequired to be excluded pursuant to MI 61-101). In the InterimOrder, the Court declared that the vote set out in clause (v) ofthe preceding sentence is satisfied as there are no holders ofMultiple Voting Shares who are eligible to cast a vote thereunder,as all holders of Multiple Voting Shares are "interested parties"within the meaning of MI 61-101 and must be excluded from suchvote.
The Meeting is scheduled to be held on June 18, 2024 at 10:00a.m. (Eastern time), in a virtual format at the followinglink: https://web.lumiagm.com/432819058. The record date fordetermining shareholders entitled to receive notice of and vote atthe Meeting has been fixed as the close of business on May 9, 2024.
The Plan of Arrangement and a copy of the Arrangement Agreementare available under Nuvei's profile on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Copies of the Circular and theSchedule 13E-3 required pursuant to the Rules under the U.S.Securities and Exchange Act of 1934, as amended, will also beavailable under Nuvei's profile on SEDAR+ at www.sedarplus.ca andon EDGAR at www.sec.gov.
Vote Today FOR the Arrangement Resolution
Your vote is important regardless of the number of Shares youown.If you are unable to be virtually present at theMeeting, we encourage you to submit your proxy or votinginstruction form, so that your Shares can be voted at the Meetingin accordance with your instructions. To be counted at the Meeting,votes must be received by Nuvei's transfer agent, TSX TrustCompany, no later than 10:00 a.m. (Easterntime) on June 14, 2024, or, ifthe Meeting is adjourned or postponed, at least 48 hours (excludingSaturdays and holidays) prior to the commencement of the reconvenedMeeting.
Shareholder Questions and Assistance
The Company has retained Kingsdale Advisors to provide a broadarray of strategic advisory, governance, strategic communications,digital and investor campaign services.
If you have any questions or require more information withrespect to the procedures for voting, please contact KingsdaleAdvisors, our strategic advisor by telephone at 1 (888) 327-0819(toll-free in North America) or at(416) 623-4173 (outside of NorthAmerica), or by email atcontactus@kingsdaleadvisors.com
AboutNuvei
Nuvei(Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintechcompany accelerating the business of clients around theworld.Nuvei'smodular, flexible and scalable technologyallows leading companies to accept next-gen payments, offer allpayout options and benefit from card issuing, banking, riskandfraudmanagement services. Connectingbusinesses to their customers in more than 200 markets, with localacquiring in 50 markets, 150 currencies and 700 alternative paymentmethods,Nuveiprovides the technology and insights forcustomers and partners to succeed locally and globally with oneintegration.
Forward-Looking Information
This press release contains "forward-looking information" and"forward-looking statements" (collectively, "Forward-lookinginformation") within the meaning of applicable securities laws.This forward-looking information is identified by the use of termsand phrases such as "may", "would", "should", "could", "expect","intend", "estimate", "anticipate", "plan", "foresee", "believe",or "continue", the negative of these terms and similar terminology,including references to assumptions, although not allforward-looking information contains these terms and phrases.Particularly, statements regarding the proposed transaction,including the proposed timing and various steps contemplated inrespect of the transaction and statements regarding the plans,objectives, and intentions of Mr.Philip Fayer,Novacap,CDPQ or Advent are forward-looking information.
In addition, any statements that refer to expectations,intentions, projections or other characterizations of future eventsor circ*mstances contain forward-looking information. Statementscontaining forward-looking information are not historical facts butinstead represent management's expectations, estimates andprojections regarding future events or circ*mstances.
Forward-looking information is based on management's beliefs andassumptions and on information currently available to management,and although the forward-looking information contained herein isbased upon what we believe are reasonable assumptions, investorsare cautioned against placing undue reliance on this informationsince actual results may vary from the forward-lookinginformation.
Forward-looking information involves known and unknown risks anduncertainties, many of which are beyond our control, that couldcause actual results to differ materially from those that aredisclosed in or implied by such forward-looking information. Theserisks and uncertainties include, but are not limited to, the riskfactors described in greater detail under "Risk Factors" of theCompany's annual information form filed onMarch 5, 2024.These risks and uncertainties further include (but are not limitedto) as concerns the transaction, the failure of the parties toobtain the necessary shareholder, regulatory and court approvals orto otherwise satisfy the conditions to the completion of thetransaction, failure of the parties to obtain such approvals orsatisfy such conditions in a timely manner, significant transactioncosts or unknown liabilities, failure to realize the expectedbenefits of the transaction, and general economic conditions.Failure to obtain the necessary shareholder, regulatory and courtapprovals, or the failure of the parties to otherwise satisfy theconditions to the completion of the transaction or to complete thetransaction, may result in the transaction not being completed onthe proposed terms, or at all. In addition, if the transaction isnot completed, and the Company continues as a publicly-tradedentity, there are risks that the announcement of the proposedtransaction and the dedication of substantial resources of theCompany to the completion of the transaction could have an impacton its business and strategic relationships (including with futureand prospective employees, customers, suppliers and partners),operating results and activities in general, and could have amaterial adverse effect on its current and future operations,financial condition and prospects. Furthermore, in certaincirc*mstances, the Company may be required to pay a termination feepursuant to the terms of the Arrangement Agreement which could havea material adverse effect on its financial position and results ofoperations and its ability to fund growth prospects and currentoperations.
Consequently, all of the forward-looking information containedherein is qualified by the foregoing cautionary statements, andthere can be no guarantee that the results or developments that weanticipate will be realized or, even if substantially realized,that they will have the expected consequences or effects on ourbusiness, financial condition or results of operation. Unlessotherwise noted or the context otherwise indicates, theforward-looking information contained herein represents ourexpectations as of the date hereof or as of the date it isotherwise stated to be made, as applicable, and is subject tochange after such date. However, we disclaim any intention orobligation or undertaking to update or amend such forward-lookinginformation whether as a result of new information, future eventsor otherwise, except as may be required by applicable law.
For further information, please contact:
Investors
KingsdaleAdvisors
contactus@kingsdaleadvisors.com
Chris Mammone, Head of InvestorRelations
IR@nuvei.com
Media
JoelShaffer
FGS Longview
Joel.shaffer@fgslongview.com
iPhilip Fayer, Novacap and CDPQ have agreed tosell all of their Shares (the"Rollover Shares") to thePurchaser for a combination of cash and shares in the capital ofthe Purchaser, effectively rolling approximately 95%, 65% and 75%,respectively, of their Shares, and are expected to receive inaggregate approximately US$563million in cash for the Shares sold on closing (percentagesand amount of expected cash proceeds are based on current assumedcash position and are subject to change as a result of cashgenerated before closing). PhilipFayer, Novacap and CDPQ are expected to hold or exercisecontrol or direction over, directly or indirectly, approximately24%, 18% and 12%, respectively, of the common equity in theresulting private company.
ii Based on Canadian composite (Toronto Stock Exchangeand all Canadian marketplaces) and U.S. composite (Nasdaq and allU.S. marketplaces).
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SOURCE Nuvei
