MONTREAL, June 18,
2024 /PRNewswire/ -- Nuvei Corporation ("Nuvei"
or the "Company") (Nasdaq: NVEI)(TSX: NVEI), the Canadian
fintech company, is pleased to announce that, at the special
meeting (the "Meeting") of the Company's shareholders (the
"Shareholders") held on June 18,
2024, Shareholders approved the special resolution
(the "Arrangement Resolution") approving the
previously-announced plan of arrangement under section 192 of the
Canada Business Corporations Act (the "Arrangement")
involving the Company and Neon Maple Purchaser Inc. (the
"Purchaser"), a newly-formed entity controlled by Advent
International, L.P. Pursuant to the Arrangement, the Purchaser will
acquire all of the issued and outstanding subordinate voting shares
("Subordinate Voting Shares") and multiple voting shares ("Multiple
Voting Shares" and collectively with the Subordinate Voting Shares,
the "Shares") of the Company. The Shares that are not held by
Philip Fayer, certain investment
funds managed by Novacap Management Inc. (collectively, "Novacap")
and Caisse de dépôt et placement du Québec ("CDPQ" and,
collectively with Philip Fayer and
Novacap and the entities they control directly or indirectly, the
"Rollover Shareholders") will be acquired for a price of
US$34.00 in cash per Share.
Each of the Rollover Shareholders has agreed to sell all of
their Shares to the Purchaser in exchange for consideration
consisting of a combination of cash and shares in the capital of
the Purchaser or an affiliate thereof. Following completion of the
Arrangement, Philip Fayer, Novacap
and CDPQ are expected to hold or exercise control or direction
over, directly or indirectly, approximately 24%, 18% and 12%,
respectively, of the common equity in the resulting private
company.
Further details regarding the Arrangement are provided in the
management information circular of the Company dated May 13, 2024 (the "Circular") mailed to Nuvei
shareholders in connection with the Arrangement, a copy of which is
available under the Company's profile on SEDAR+ at www.sedarplus.ca
and on EDGAR at www.sec.gov.
The Arrangement Resolution was adopted on a vote by way of
ballot by (i) at least two-thirds of the votes cast by the holders
of Multiple Voting Shares and Subordinate Voting Shares virtually
present or represented by proxy at the Meeting, voting together as
a single class (with each Subordinate Voting Share being entitled
to one vote and each Multiple Voting Share being entitled to ten
votes); (ii) not less than a simple majority (more than 50%) of the
votes cast by the holders of Subordinate Voting Shares virtually
present or represented by proxy at the Meeting; (iii) not less than
a simple majority of the votes cast by the holders of Multiple
Voting Shares virtually present or represented by proxy at the
Meeting; and (iv) not less than a simple majority of the votes cast
by the holders of Subordinate Voting Shares virtually present or
represented by proxy at the Meeting (excluding the Subordinate
Voting Shares held by the Rollover Shareholders and the persons
required to be excluded pursuant to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101")). In its interim order dated
May 13, 2024, the Superior Court of
Québec (Commercial Division) (the "Court") declared that the vote
of not less than a simple majority of the votes cast by the holders
of Multiple Voting Shares virtually present or represented by proxy
at the Meeting (excluding the Multiple Voting Shares held by the
Rollover Shareholders and the persons required to be excluded
pursuant to MI 61-101), which is required under MI 61-101, was
satisfied as there are no holders of Multiple Voting Shares
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 such vote.
Based on proxies and ballots received at the Meeting, votes were
cast as follows:
Category of
Voting
|
|
Percentages of Votes
For
|
|
Percentages of Votes
Against
|
Holders of Subordinate
Voting Shares
and Multiple Voting
Shares, voting together
as a single
class
|
|
99.24 %
|
|
0.76 %
|
Holders of Subordinate
Voting Shares
|
|
86.08 %
|
|
13.92 %
|
Holders of Multiple
Voting Shares
|
|
100 %
|
|
0 %
|
Holders of Subordinate
Voting Shares,
excluding the Rollover
Shareholders and
those required to be
excluded under MI 61-101
|
|
86.04 %
|
|
13.96 %
|
The Arrangement remains subject to the satisfaction or waiver of
certain other closing conditions customary in a transaction of this
nature, including the receipt of a final order from the Court
approving the Arrangement (the "Final Order") and certain
regulatory approvals. The hearing in respect of the Final Order is
scheduled to take place on June 20,
2024. Assuming that these remaining conditions to closing
are satisfied, the Arrangement is expected to be completed in late
2024 or the first quarter of 2025.
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 Statements
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 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 the heading "Risk
Factors" in the Company's annual information form filed on
March 5, 2024 and under the heading
"Risk Factors" in the Company's management's discussion and
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 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 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
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SOURCE Nuvei