MONTREAL, Nov. 15,
2024 /PRNewswire/ -- Nuvei Corporation
("Nuvei" or the "Company") (Nasdaq: NVEI)(TSX:
NVEI), the Canadian fintech company, announced today the completion
of the previously announced plan of arrangement under the Canada
Business Corporations Act (the "Plan of Arrangement")
pursuant to which Neon Maple Purchaser Inc. (the
"Purchaser"), an entity formed by Advent International
("Advent"), acquired, directly or indirectly, all the issued
and outstanding subordinate voting shares (the "Subordinate
Voting Shares") and multiple voting shares
(the "Multiple Voting Shares" and together with the
Subordinate Voting Shares, the "Shares") of the Company for
a price of US$34.00 per Share (the
"Arrangement").
As part of the Arrangement, Philip
Fayer, certain investment funds managed by Novacap
Management Inc. (collectively, "Novacap") and Caisse de
dépôt et placement du Québec ("CDPQ") (together with
entities they control directly or indirectly, collectively, the
"Rollover Shareholders") sold their Shares (the "Rollover
Shares") in exchange for a combination of cash and shares in
the capital of the Purchaser or an affiliate thereof, in accordance
with the terms of the Plan of Arrangement and the applicable
rollover agreement entered into with each Rollover Shareholder in
connection with the Arrangement. As a result of the Arrangement,
the Company became a wholly-owned subsidiary of the Purchaser, of
which Advent, Philip Fayer, Novacap
and CDPQ hold or exercise control or direction over, directly or
indirectly, approximately 46%, 24%, 18% and 12%,
respectively.
Nuvei Founder & CEO Philip
Fayer rolled approximately 95% of his Shares and will
continue to be one of the largest shareholders in the Company. He
will also continue to serve as Nuvei's Chair and Chief Executive
Officer, leading the business in all aspects of its operations,
along with Nuvei's current leadership team who have continued in
their roles.
"We are excited to embark on a new chapter with Advent, Novacap
and CDPQ, one focused on our long-term strategy and commitment to
accelerating the revenue of our customers globally," said Fayer.
"For more than 20 years we have provided customers with
mission-critical solutions they need to execute on their growth
journeys. This commitment will remain the same as we continue to
build deeper partnerships with our customers by providing them
modern, flexible and purpose-built technology. A key part of
this next phase will be the implementation of our Value
Creation Plan, a comprehensive strategic exercise designed to
optimize our operations as we execute on various opportunities for
accelerated growth. Advent joins our long-standing investors,
Novacap and CDPQ, who remain meaningful investors and believe in a
dynamic and successful future for Nuvei," concluded Fayer.
"Since 2017, we have been privileged to support Nuvei's
management in executing its ambitious global growth strategy.
Together with a leadership team that continually drives innovation
and builds meaningful partnerships across industries, Nuvei has
established itself as a fintech leader in key verticals with
sustainable, long-term growth potential. As the Company embarks on
an exciting new chapter of expansion, we look forward to
strengthening our collaboration and unlocking new opportunities to
create lasting value for all stakeholders," said David Lewin, Lead Senior Partner at Novacap.
"Ever since our first investment in Nuvei in 2017,
CDPQ is proud to have supported this Québec fintech leader at every
stage of its growth, particularly through acquisitions on a global
scale. We are delighted to accompany Nuvei once again as it embarks
on this new chapter of its history, alongside recognized partners
such as Advent, as well as existing shareholders Philip Fayer
and Novacap," said Kim Thomassin, Executive
Vice-President and Head of Québec at CDPQ.
Bo Huang, Managing Director at
Advent, said: "We are excited to begin this partnership and support
Nuvei's growth through investments and acquisitions to best serve
its customers globally as a modern payments partner."
Consideration for the Shares has been remitted by or on behalf
of the Purchaser to TSX Trust Company as depositary under the
Arrangement, and will be paid to former shareholders of the Company
as soon as reasonably practicable after the date hereof (or, in the
case of registered shareholders, as soon as reasonably practicable
after a properly completed and signed letter of transmittal is
received by the depositary together with the share certificate(s)
and/or DRS Advice(s) representing Shares formerly held by
them).
As a result of the completion of the Arrangement, it is expected
that the Subordinate Voting Shares will be de-listed from the
Toronto Stock Exchange on or about November
18, 2024 and from the Nasdaq Global Select Market on or
about November 25, 2024. The Company
has applied to cease to be a reporting issuer under Canadian
securities laws in all Canadian jurisdictions. The Company will
also deregister the Subordinate Voting Shares under the U.S.
Securities Exchange Act of 1934, as amended.
Early Warning Reporting
Further to the requirements of National Instrument 62-104
Take-Over Bids and Issuer Bids and National Instrument
62-103 The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, the Purchaser or an affiliate thereof
and Philip Fayer and certain
entities controlled by Philip Fayer
will file an early warning report in accordance with applicable
securities laws. A copy of each of the early warning reports will
be made available under Nuvei's profile on SEDAR+ at
www.sedarplus.ca.
Immediately prior to closing of the Arrangement and the related
transactions, AI Maple Aggregator, L.P. ("Maple
Aggregator"), an entity formed by Advent with an indirect
interest in the Purchaser, did not own, or exercise control or
direction over, directly or indirectly, any Shares. Upon the
completion of the Arrangement, Maple Aggregator, through its
indirect interest in the Purchaser, controls 46% of the 66,096,274
Subordinate Voting Shares and 76,064,619 Multiple Voting Shares
issued and outstanding in the capital of the Company. The
consideration paid by the Purchaser for the Shares (excluding any
Rollover Shares exchanged for shares in the capital of the
Purchaser or an affiliate thereof) was US$34.00 per Share (equivalent to C$47.69). The Rollover Shares exchanged for
shares in the capital of the Purchaser or an affiliate thereof had
an implied value of US$34.00
(equivalent to C$47.69). All figures
in this press release have been calculated using a US$:C$ exchange
rate of 1.4027, being the daily US$:C$ exchange rate published by
the Bank of Canada for
November 14, 2024.
Immediately prior to closing of the Arrangement and the related
transactions, Philip Fayer and
certain entities controlled by Philip
Fayer beneficially owned and controlled 27,857,328 Multiple
Voting Shares (representing 36.62% of the issued and outstanding
Multiple Voting Shares) and 124,986 Subordinate Voting Shares
(representing 0.2% of the issued and outstanding Subordinate Voting
Shares). In connection with the Arrangement, Philip Fayer and such entities sold their Shares
directly or indirectly to the Purchaser at an implied value of
US$34.00 per Share (equivalent to
C$47.69) for aggregate cash proceeds
of US$75,096,573 and common shares of
the Purchaser or an affiliate thereof at an aggregate implied value
of US$876,302,102. Following
completion of the Arrangement, Philip
Fayer and an entity controlled by him became shareholders of
the Purchaser's indirect parent company and no longer beneficially
own or control any Shares. Mr. Fayer now indirectly owns or
controls approximately 24% of the equity in the resulting private
company. Further information and a copy of the early warning report
of Philip Fayer may be obtained by
contacting:
Chris Mammone
Head of Investor Relations
Nuvei Corporation
IR@nuvei.com
310.654.4212
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 720
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 with respect to the delisting of the
Subordinate Voting Shares from the Toronto Stock Exchange and from
the Nasdaq Global Select Market, the Company ceasing to be a
reporting issuer under applicable Canadian securities laws and the
deregistration of the Subordinate Voting Shares under the U.S.
Securities Exchange Act of 1934, as amended, 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 management believes are reasonable assumptions,
readers 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 the Company's 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
possibility that the Subordinate Voting Shares will not be delisted
from the Toronto Stock Exchange or the Nasdaq Global Select Market
within the timing currently contemplated, that the Subordinate
Voting Shares may not be delisted at all, due to failure to
satisfy, in a timely manner or otherwise, conditions necessary for
the delisting of the Subordinate Voting Shares or for other
reasons, and that the Company's application to cease to be a
reporting issuer under applicable Canadian securities laws may not
be accepted or may be delayed.
Consequently, all of the Forward-looking information contained
herein is qualified by the foregoing cautionary statements. Unless
otherwise noted or the context otherwise indicates, the
Forward-looking information contained herein represents the
Company's 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, the Company disclaims 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
Chris Mammone, Head of Investor
Relations
IR@nuvei.com
Media
alex.hammond@nuvei.com
NVEI-IR
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SOURCE Nuvei