- Shareholders are encouraged to vote "FOR" the special
resolution approving the Arrangement in advance of the June 14, 2024 at 10:00
a.m. (Eastern time) deadline
- For more information go to www.NuveiPOA.com
MONTREAL, May 29, 2024
/PRNewswire/ -- Nuvei Corporation ("Nuvei" or the
"Company") (Nasdaq: NVEI) (TSX: NVEI), today announced that proxy
advisory firm Institutional Shareholder Services ("ISS") has
recommended that Nuvei shareholders vote FOR the previously
announced statutory plan of arrangement (the "Arrangement")
involving the Company and Neon Maple Purchaser Inc. (the
"Purchaser"), a newly-formed entity controlled by Advent
International ("Advent"), pursuant to the provisions of the
Canada Business Corporations Act. Pursuant to the
Arrangement, the Purchaser will acquire all the issued and
outstanding subordinate voting shares ("Subordinate Voting Shares")
and multiple voting shares ("Multiple Voting Shares") of the
Company (collectively, the "Shares") that are not Rollover
Sharesi for a price of US$34.00 cash per Share. The special meeting of
shareholders (the "Meeting") to approve the Arrangement will be
held on June 18, 2024 at 10:00 a.m. (Eastern time),
in a virtual format at the following link:
https://web.lumiagm.com/432819058.
In making its recommendation that Nuvei shareholders vote FOR
the Arrangement, ISS stated:
- "[T]he offer represents a meaningful premium to the unaffected
price, the sale process (and valuation) appears reasonable in the
circumstances, and there are downside risks of non-approval. As
such, support for the proposal is warranted."
- "At present, while the company remains a growing business with
some promise, there is little available evidence that management
will be able to restore the company's share price to levels seen
two or three years ago in short order. Given the size of the
premium and share price outperformance since the unaffected date,
shareholders should probably not anticipate a sustained soft
landing if the deal is rejected. On balance, in light of the
foregoing considerations, shareholder support is warranted."
The board of directors of the Company (the "Board") has
unanimously concluded (with interested directors abstaining from
voting) that the Arrangement is in the best interests of the
Company and its shareholders and recommends that shareholders vote
FOR the special resolution approving the Arrangement. This
recommendation follows the unanimous recommendation of a special
committee of the Board which is comprised solely of independent
directors and was formed in connection with the transaction (the
"Special Committee").
The Company's management proxy circular and the Schedule 13E-3
required pursuant to the Rules under the U.S. Securities and
Exchange Act of 1934, as amended, are available under Nuvei's
profile on SEDAR+ at www.sedarplus.ca and on EDGAR at
www.sec.gov.
Vote Today FOR the Special Resolution Approving the
Arrangement
Your vote is important regardless of the number of Shares you
own. If you are unable to be virtually present at the
Meeting, we encourage you to submit your proxy or voting
instruction form, so that your Shares can be voted at the Meeting
in accordance with your instructions. To be counted at the Meeting,
votes must be received by Nuvei's transfer agent, TSX Trust
Company, no later than 10:00 a.m. (Eastern
time) on June 14, 2024, or, if
the Meeting is adjourned or postponed, at least 48 hours (excluding
Saturdays and holidays) prior to the commencement of the reconvened
Meeting.
Shareholder Questions and Assistance
If you have any questions or require more information with
respect to the procedures for voting, please contact our strategic
advisor, Kingsdale Advisors, by telephone at 1 (888) 327-0819
(toll-free in North America) or at
(416) 623-4173 (outside of North
America), or by email at contactus@kingsdaleadvisors.com.
For more information, please visit www.NuveiPOA.com.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech
company accelerating the business of clients around the
world. Nuvei's modular, flexible and scalable technology
allows leading companies to accept next-gen payments, offer all
payout options and benefit from card issuing, banking, risk
and fraud management services. Connecting
businesses to their customers in more than 200 markets, with local
acquiring in 50 markets, 150 currencies and 700 alternative payment
methods, Nuvei provides the technology and insights for
customers and partners to succeed locally and globally with one
integration.
Forward-Looking Information
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "Forward-looking
information") within the meaning of applicable securities laws.
This forward-looking information is identified by the use of terms
and 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 all
forward-looking information contains these terms and phrases.
Particularly, statements regarding the proposed transaction,
including the proposed timing and various steps contemplated in
respect 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 events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information is based on management's beliefs and
assumptions and on information currently available to management,
and although the forward-looking information contained herein is
based upon what we believe are reasonable assumptions, investors
are cautioned against placing undue reliance on this information
since actual results may vary from the forward-looking
information.
Forward-looking information involves known and unknown risks and
uncertainties, many of which are beyond our control, that could
cause actual results to differ materially from those that are
disclosed in or implied by such forward-looking information. These
risks and uncertainties include, but are not limited to, the risk
factors described in greater detail under "Risk Factors" of the
Company's annual information form filed on March 5, 2024 and
under "Risk Factors" of the Company's management's discussion &
analysis for the three months ended March
31, 2024. These risks and uncertainties further include (but
are not limited to) as concerns the transaction, the failure of the
parties to obtain the necessary shareholder, regulatory and court
approvals or to otherwise satisfy the conditions to the completion
of the transaction, failure of the parties to obtain such approvals
or satisfy such conditions in a timely manner, significant
transaction costs or unknown liabilities, failure to realize the
expected benefits of the transaction, and general economic
conditions. Failure to obtain the necessary shareholder, regulatory
and court approvals, or the failure of the parties to otherwise
satisfy the conditions to the completion of the transaction or to
complete the transaction, may result in the transaction not being
completed on the proposed terms, or at all. In addition, if the
transaction is not completed, and the Company continues as a
publicly-traded entity, there are risks that the announcement of
the proposed transaction and the dedication of substantial
resources of the Company to the completion of the transaction could
have an impact on its business and strategic relationships
(including with future and prospective employees, customers,
suppliers and partners), operating results and activities in
general, and could have a material adverse effect on its current
and future operations, financial condition and prospects.
Furthermore, in certain circumstances, the Company may be required
to pay a termination fee pursuant to the terms of the Arrangement
Agreement which could have a material adverse effect on its
financial position and results of operations and its ability to
fund growth prospects and current operations.
Consequently, all of the forward-looking information contained
herein is qualified by the foregoing cautionary statements, and
there can be no guarantee that the results or developments that we
anticipate will be realized or, even if substantially realized,
that they will have the expected consequences or effects on our
business, financial condition or results of operation. Unless
otherwise noted or the context otherwise indicates, the
forward-looking information contained herein represents our
expectations as of the date hereof or as of the date it is
otherwise stated to be made, as applicable, and is subject to
change after such date. However, we disclaim any intention or
obligation or undertaking to update or amend such forward-looking
information whether as a result of new information, future events
or otherwise, except as may be required by applicable law.
For further information, please contact:
Investors
Kingsdale Advisors
contactus@kingsdaleadvisors.com
Chris Mammone, Head of Investor
Relations
IR@nuvei.com
Media
Joel Shaffer
FGS Longview
Joel.shaffer@fgslongview.com
NVEI-IR
i Philip Fayer, certain investment funds managed
by Novacap Management Inc. (collectively, "Novacap") and CDPQ
(together with entities they control directly or indirectly,
collectively, the "Rollover Shareholders") have agreed to roll
approximately 95%, 65% and 75%, respectively, of their Shares (the
"Rollover Shares") and are expected to receive in aggregate
approximately US$563 million in cash
for the Shares sold on closing (percentages and amount of expected
cash proceeds are based on current assumed cash position and are
subject to change as a result of cash generated before closing).
Philip Fayer, Novacap and CDPQ are
expected to indirectly own or control approximately 24%, 18% and
12%, respectively, of the equity in the resulting private
company.
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SOURCE Nuvei
