Payfare Enters into Definitive Agreement to be Acquired by Fiserv
Payfare Inc. (TSX: PAY, OTCQX: PYFRF) has entered into a definitive agreement to be acquired by Fiserv affiliate 1517452 B.C. for CA$4.00 per share, valuing the transaction at approximately CA$201.5 million. The purchase price represents a 90% premium to Payfare's closing price on December 20, 2024, and a 92% premium to the 60-day volume weighted average trading price.
The transaction requires approval from 66 2/3% of shareholders and a majority of minority shareholders. All directors and senior officers, representing approximately 11.3% of shares, have agreed to vote in favor. The deal is expected to close in the first half of 2025, after which Payfare will be delisted from TSX and OTCQX.
Payfare Inc. (TSX: PAY, OTCQX: PYFRF) ha stipulato un accordo definitivo per essere acquisita da Fiserv tramite l'affiliata 1517452 B.C. per 4,00 CA$ per azione, valutando la transazione a circa 201,5 milioni di CA$. Il prezzo di acquisto rappresenta un 90% di premio rispetto al prezzo di chiusura di Payfare del 20 dicembre 2024, e un 92% di premio rispetto al prezzo medio ponderato per volume delle ultime 60 giornate di trading.
La transazione richiede l'approvazione del 66 2/3% degli azionisti e della maggioranza dei soci di minoranza. Tutti i direttori e gli alti funzionari, che rappresentano circa l'11,3% delle azioni, hanno concordato di votare a favore. L'affare dovrebbe chiudersi nella prima metà del 2025, dopodiché Payfare sarà rimossa dal TSX e dall'OTCQX.
Payfare Inc. (TSX: PAY, OTCQX: PYFRF) ha firmado un acuerdo definitivo para ser adquirida por Fiserv a través de su afiliada 1517452 B.C. por 4,00 CA$ por acción, valorando la transacción en aproximadamente 201,5 millones de CA$. El precio de compra representa un 90% de prima sobre el precio de cierre de Payfare el 20 de diciembre de 2024, y un 92% de prima sobre el precio promedio ponderado por volumen durante los últimos 60 días de negociación.
La transacción requiere la aprobación del 66 2/3% de los accionistas y una mayoría de los accionistas minoritarios. Todos los directores y altos funcionarios, que representan aproximadamente el 11,3% de las acciones, han acordado votar a favor. Se espera que el acuerdo se cierre en la primera mitad de 2025, después de lo cual Payfare será excluida de TSX y OTCQX.
Payfare Inc. (TSX: PAY, OTCQX: PYFRF)는 Fiserv의 계열사인 1517452 B.C.에 의해 주당 4.00 CA$로 인수하기 위한 최종 계약을 체결했습니다. 이 거래는 약 2억 1천 5백만 CA$로 평가됩니다. 구매 가격은 2024년 12월 20일 Payfare의 종가에 비해 90% 프리미엄을 나타내며, 60일 거래량 가중 평균 가격에 비해 92% 프리미엄을 나타냅니다.
이 거래는 주주 66 2/3%와 소수 주주들의 과반수의 승인을 필요로 합니다. 모든 이사 및 고위 임원들은 약 11.3%의 주식을 대표하며 찬성 투표를 하기로 동의했습니다. 이 거래는 2025년 상반기 내에 완료될 것으로 예상되며, 이후 Payfare는 TSX와 OTCQX에서 상장 폐지될 것입니다.
Payfare Inc. (TSX: PAY, OTCQX: PYFRF) a conclu un accord définitif pour être acquis par Fiserv via la filiale 1517452 B.C. pour 4,00 CA$ par action, valorisant la transaction à environ 201,5 millions de CA$. Le prix d'achat représente une prime de 90% par rapport au prix de clôture de Payfare du 20 décembre 2024, et une prime de 92% par rapport à la moyenne pondérée par le volume de 60 jours.
La transaction nécessite l'approbation de 66 2/3% des actionnaires et d'une majorité des actionnaires minoritaires. Tous les directeurs et cadres supérieurs, représentant environ 11,3% des actions, ont accepté de voter en faveur. La conclusion de l'accord est prévue pour le premier semestre 2025, après quoi Payfare sera radié de la TSX et de l'OTCQX.
Payfare Inc. (TSX: PAY, OTCQX: PYFRF) hat eine verbindliche Vereinbarung getroffen, von der Fiserv-Tochtergesellschaft 1517452 B.C. für 4,00 CA$ pro Aktie übernommen zu werden, was die Transaktion auf etwa 201,5 Millionen CA$ bewertet. Der Kaufpreis stellt einen 90%igen Aufschlag auf den Schlusskurs von Payfare am 20. Dezember 2024 dar und einen 92%igen Aufschlag auf den 60-tägigen volumengewichteten Durchschnittspreis.
Die Transaktion erfordert die Genehmigung von 66 2/3 % der Aktionäre und einer Mehrheit der Minderheitsaktionäre. Alle Direktoren und leitenden Angestellten, die etwa 11,3% der Aktien repräsentieren, haben sich bereit erklärt, für den Vorschlag zu stimmen. Der Abschluss des Deals wird in der ersten Hälfte des Jahres 2025 erwartet, nach dem Payfare von der TSX und OTCQX delistet wird.
- 90% premium offered to shareholders over last trading price
- All-cash transaction providing certainty of value
- Strong support with 11.3% shareholders already committed
- No financing condition attached to the deal
- CA$10 million termination fee if deal fails in certain circumstances
- Company will be delisted from TSX and OTCQX post-acquisition
Insights
This acquisition marks a significant strategic move in the fintech sector. The
The acquisition strategically positions Fiserv to capitalize on the growing gig economy payments sector, while providing Payfare shareholders with immediate value realization at a significant premium to market price. The thorough strategic review process and dual fairness opinions from KBW and Blair Franklin strengthen the deal's credibility and fairness assessment.
The integration of Payfare's Earned Wage Access technology into Fiserv's extensive financial services ecosystem represents a strategic enhancement of Fiserv's embedded finance capabilities. This acquisition aligns with the growing trend of larger fintech players absorbing innovative payment solutions providers to expand their service offerings and maintain competitive advantage.
For retail investors, this deal highlights the increasing value of specialized fintech solutions in the gig economy space. The substantial premium offered indicates strong strategic value beyond current market pricing, suggesting similar companies in the EWA sector might be undervalued. The all-cash nature of the deal provides certainty and immediate value realization for shareholders, while eliminating exposure to integration risks.
The Purchase Price represents a premium of approximately
"Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer," said Marco Margiotta, Payfare CEO, and Founding Partner. "This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter."
"Payfare has built a reputation as an innovator in workforce payments for gig-economy companies," said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. "Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv."
Transaction Details
The Company's board of directors (with conflicted directors abstaining) (the "Board"), after receiving the unanimous recommendation of a committee of independent directors (the "Special Committee"), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.
The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (
The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA
The Company intends to hold a special meeting of its shareholders (the "Shareholders' Meeting"), where the Transaction will be considered and voted upon by shareholders of record.
The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.
Unanimous Board Approval
The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board's determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:
- Significant Premium – the Purchase Price represents a premium of approximately
90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately92% to the 60-day volume weighted average trading price of common shares as at that date; - Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. ("KBW"), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;
- Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. ("Blair Franklin"), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;
- Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee;
- All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;
- Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of
British Columbia ; and - Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders' Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately
11.3% of the issued and outstanding shares of the Company.
Opinions
In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.
Filings and Proxy Materials
Further information regarding the Transaction, the Arrangement Agreement and the Shareholders' Meeting, including a copy of Blair Franklin's and KBW's fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders' Meeting will be available on SEDAR+ at www.sedarplus.ca.
Advisors
Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.
Conference Call
Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.
An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.
About Payfare (TSX:PAY, OTCQX: PYFRF)
Payfare is a leading, international Earned Wage Access ("EWA") company powering instant access to earnings through an award-winning digital banking platform for today's workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.
For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com
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 has been recognized as one of Fortune® World's Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.
Forward Looking Statements
Information in this release contains forward-looking statements within the meaning of securities legislation. 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 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 statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such 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 by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in 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 statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.
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SOURCE Payfare Inc.
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