NUVEI RECEIVES ALL REGULATORY APPROVALS FOR GOING PRIVATE TRANSACTION

Rhea-AI Summary

Nuvei (Nasdaq: NVEI) has secured all necessary regulatory approvals for its previously announced going-private transaction through a plan of arrangement with Neon Maple Purchaser Inc., an entity formed by Advent International. The arrangement includes participation from Philip Fayer, investment funds managed by Novacap Management Inc., and CDPQ. The transaction, which received shareholder approval on June 18, 2024, and court approval on June 20, 2024, is expected to close around November 15, 2024.

Positive

• All regulatory approvals obtained for the going-private transaction
• Shareholder approval secured with successful vote
• Court approval obtained from Superior Court of Québec

Negative

• Company will be delisted from public markets, reducing investment accessibility and liquidity for current shareholders

Insights

Financial Analyst

The regulatory approval marks a significant milestone in Nuvei's $6.3 billion going-private transaction with Advent International. This development removes a major hurdle in the privatization process, with completion expected by November 15, 2024. The deal structure, involving key stakeholders like CEO Philip Fayer, Novacap Management and CDPQ, suggests a strategic move to optimize operations away from public market pressures.

The transaction values Nuvei shares at $34.00 per share, offering shareholders a premium over recent trading prices. For current investors, this represents the final stages before the cash payout. The privatization could enable more aggressive growth strategies and operational flexibility, though public investors will lose exposure to the fintech sector's potential upside.

MONTRÉAL, Nov. 13, 2024 /PRNewswire/ -- Nuvei Corporation ("Nuvei" or the "Company") (Nasdaq: NVEI)(TSX: NVEI), the Canadian fintech company, announced today that it has received all regulatory approvals required in connection with the closing of the previously-announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") involving the Company and Neon Maple Purchaser Inc., an entity formed by Advent International, with the support and participation of Philip Fayer, certain investment funds managed by Novacap Management Inc. and CDPQ. The Company expects that, subject to the satisfaction at closing of the remaining closing conditions, the Arrangement will be completed on or about November 15, 2024.

The Arrangement was approved by Nuvei shareholders at a special meeting of shareholders held on June 18, 2024, and the Company obtained a final order from the Superior Court of Québec (Commercial Division) approving the Arrangement on June 20, 2024.

Further details regarding the Arrangement are provided in the management information circular of the Company dated May 13, 2024, which was 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 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 regarding the Arrangement, including the proposed timing of completion 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 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 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 nine months ended September 30, 2024. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to satisfy the remaining conditions to the completion of the Arrangement 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 satisfy the remaining conditions to the completion of 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 to the purchaser pursuant to the terms of the arrangement agreement governing the Arrangement, 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 management anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company's business, financial condition or results of operation. 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

FAQ

When is Nuvei (NVEI) expected to complete its going-private transaction?

Nuvei expects to complete the going-private transaction on or about November 15, 2024, subject to remaining closing conditions.

Who are the key participants in Nuvei's (NVEI) privatization deal?

The privatization deal involves Advent International, Philip Fayer, investment funds managed by Novacap Management Inc., and CDPQ through Neon Maple Purchaser Inc.

When did Nuvei (NVEI) shareholders approve the going-private arrangement?

Nuvei shareholders approved the arrangement at a special meeting held on June 18, 2024.

What regulatory approvals has Nuvei (NVEI) received for its privatization?

Nuvei has received all required regulatory approvals for the transaction, including the final order from the Superior Court of Québec on June 20, 2024.