TORONTO, Feb. 21,
2025 /CNW/ - Payfare Inc. ("Payfare" or the
"Company") (TSX: PAY) (OTCQX: PYFRF) is pleased to announce
that the Company's Class A Common shareholders (the
"Shareholders") have voted in favour of the previously
announced acquisition of Payfare by 1517452
B.C. Ltd. (the "Purchaser"), an affiliate of Fiserv,
Inc. (NYSE: FI) ("Fiserv") pursuant to a plan of
arrangement under the Business Corporations Act
(British Columbia) (the
"Arrangement") at the Company's special meeting of
Shareholders (the "Meeting") held earlier today.
The completion of the Arrangement requires the approval of: (i)
at least two-thirds of the votes cast at the Meeting by
Shareholders in person or represented by proxy and entitled to vote
at the Meeting; and (ii) a simple majority of the votes cast at the
Meeting by Shareholders in person or represented by proxy and
entitled to vote at the Meeting, excluding the votes attached to
the Class A Common shares of the Company ("Shares") required
to be excluded in accordance with Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
The matter voted upon at the Meeting and the results of the
voting were as follows:
|
Special Resolution:
the full text of which is set forth in Appendix "A" to the
management
information circular of Payfare dated January 21, 2025 (the
"Circular"), approving, among other
things, a plan of arrangement under Division 5 of Part 9 of the
Business Corporations Act (British
Columbia) involving Payfare, the Purchaser and Fiserv,
Inc.
|
|
Outcome
of Vote
|
For
|
Against
|
|
By
Shareholders
|
Approved
|
28,566,047
(83.25%)
|
5,748,042
(16.75%)
|
|
By Shareholders
(excluding votes attached to the Shares required to be excluded
for
the purposes of "minority approval" under MI 61-101).
|
Approved
|
23,468,798
(80.33%)
|
5,748,042
(19.67%)
|
Subject to receipt of a final order in respect of the
Arrangement from the Supreme Court of British Columbia (the "Court"), and
satisfaction or waiver of the other conditions to closing contained
in the arrangement agreement entered into among the Company, Fiserv
and the Purchaser dated December 22,
2024 (the "Arrangement Agreement"), the Arrangement
is expected to close in Q1 2025.
Further details regarding the Arrangement are provided in the
Circular which is available on SEDAR+ at www.sedarplus.ca under the
Company's issuer profile.
About Payfare (TSX: PAY, OTCQX: PYFRF)
Payfare is a leading, international provider of embedded
payments and banking solutions, with particular expertise in
program management for new economy workforces. Payfare partners
with leading e-commerce marketplaces, payroll platforms, and
employers to provide financial security and inclusion for all
workers.
About Fiserv
Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move
money and information in a way that moves the world. As a global
leader in payments and financial technology, the company helps
clients achieve best-in-class results through a commitment to
innovation and excellence in areas including account processing and
digital banking solutions; card issuer processing and network
services; payments; e-commerce; merchant acquiring and processing;
and the Clover® cloud-based point-of-sale and business
management platform. Fiserv is a member of the S&P
500® Index and is one of Fortune® World's Most Admired
Companies™. Visit fiserv.com and follow on social media for more
information and the latest company news.
Forward Looking Information and Forward-Looking
Statements
Information in this release contains forward-looking information
and forward-looking statements within the meaning of securities
legislation. Forward-looking information and forward-looking
statements are generally identifiable by use of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" or the negative of these
words or other variations on these words or comparable terminology.
Forward-looking information and forward-looking statements are
based on assumptions of future events that the Company believes are
reasonable based upon information currently available. More
particularly, and without limitation, this news release contains
forward-looking information and forward-looking statements
concerning the ability of the Company and the Purchaser to
consummate the Arrangement on the terms and in the manner
contemplated by the Arrangement Agreement, including the expected
timing thereof. Such forward-looking information and
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied
thereby. Such factors include, among others, the ability of the
parties to receive, in a timely manner and on satisfactory terms,
the necessary Court approval and the ability of the parties to
satisfy, in a timely manner, the conditions to the closing of the
Arrangement, as well as other uncertainties and risk factors set
out in the Circular and other filings made from time to time by the
Company with the Canadian securities regulators, which are
available on SEDAR+ at https://www.sedarplus.ca. Actual results,
developments and timetables could vary significantly from the
estimates presented. Readers are cautioned not to put undue
reliance on forward-looking information or forward-looking
statements. The Company assumes no obligation to update or revise
any forward-looking information or forward-looking statement,
except as required by applicable securities law.
SOURCE Payfare Inc.