NUVEI OBTAINS FINAL COURT APPROVAL FOR GOING PRIVATE TRANSACTION WITH ADVENT
Nuvei (Nasdaq: NVEI) has received final court approval from the Superior Court of Québec for its plan of arrangement with Neon Maple Purchaser Inc., controlled by Advent International. This follows shareholder approval obtained on June 18, 2024. The arrangement, which falls under section 192 of the Canada Business Corporations Act, is still subject to various closing conditions and regulatory approvals. If these conditions are met, the transaction is expected to complete between late 2024 and the first quarter of 2025.
- Final court approval received for the transaction.
- Shareholder approval secured on June 18, 2024.
- Transaction involves investment by Advent International.
- Transaction completion is still subject to regulatory approvals and other conditions.
- Completion expected by late 2024 or Q1 2025, indicating potential delays.
Nuvei Corporation has secured final court approval for its going-private transaction with Advent International. This milestone is significant as it sets the stage for substantial changes in the company's capital structure and market strategy. For retail investors, this means that the public trading of Nuvei shares will soon come to an end and the company's oversight will shift from public shareholders to private equity ownership.
From a financial perspective, going private often implies that the company sees more value in a private setting, potentially due to benefits such as reduced regulatory scrutiny and flexibility in strategic decisions without the pressure of quarterly earnings reports. However, investors should also consider the valuation of the deal. The terms at which Advent values Nuvei will impact shareholders' returns. If the buyout price is at a premium to the current trading price, existing shareholders stand to gain. Conversely, if the valuation is not favorable, there might be concerns.
In the short-term, this might create volatility and trading opportunities until the transaction closes. In the long-term, the restructuring could lead to operational efficiencies but may also carry risks associated with leveraged buyouts, such as increased debt levels. Investors should review the management information circular for detailed financial terms and implications.
For those holding Nuvei shares, this announcement signals the need to make informed decisions about either selling their shares on the market before the transaction completes or holding on to receive the deal's terms.
The final court approval under section 192 of the Canada Business Corporations Act is a critical step in the going-private transaction. This provision allows companies to undergo significant structural changes, provided that they meet legal requirements, including fairness to shareholders and creditors. For retail investors, it is important to note that such approvals usually follow meticulous scrutiny to ensure the deal's fairness. This includes ensuring that all shareholders receive equal treatment and that the transaction follows due process.
This transaction still requires certain closing conditions, such as regulatory approvals. Regulatory scrutiny is a common hurdle in mergers and acquisitions, ensuring that the transaction does not create market monopolies or unfair competitive advantages. These conditions are standard but worth monitoring as delays or complications can impact the transaction's timeline and final terms.
Investors should remain vigilant about any updates related to these closing conditions. Given that these processes are typically drawn out, some level of uncertainty persists until all approvals are secured. Reviewing the management information circular will provide insights into any potential legal challenges or conditions that might affect the transaction's completion.
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 key regulatory approvals. Assuming that these remaining conditions to closing are satisfied, the Arrangement is expected to be completed in late 2024 or in the first quarter of 2025.
Further details regarding the Arrangement are provided in the management information circular of the Company dated May 13, 2024, 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.
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 Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement 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 Arrangement, the failure of the parties to obtain the necessary regulatory approvals or to otherwise satisfy the conditions to the completion of the Arrangement, 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 Arrangement, and general economic conditions. Failure to obtain the necessary regulatory approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement 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
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