Shareholders are encouraged to vote IN FAVOUR of the Arrangement representing a premium of ~92% to the 60-day VWAP as of the last trading day prior to announcementVote Today! For questions or help with voting, call Kingsdale Advisors on 1-866-581-1490 (North America toll free), text or call 416-623-2513, or email contactus@kingsdaleadvisors.com
TORONTO, Jan. 23, 2025 /CNW/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF) is pleased to announce that it has filed and is in the process of mailing its management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Company’s shareholders (the “Shareholders”) to be held on February 21, 2025.
The Circular and related Meeting materials are being mailed to Shareholders of record as of January 17, 2025. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution”) to approve the previously announced plan of arrangement under the British Columbia Business Corporations Act (the “Arrangement”), subject to the terms and conditions of an arrangement agreement dated December 22, 2024 (the “Arrangement Agreement”), entered into among the Company, Fiserv, Inc. (“Fiserv”) (NYSE: FI) and 1517452 B.C. Ltd. (the “Purchaser”), an affiliate of Fiserv.
Pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding Class A common shares of the Company (the “Shares” and each, a “Share”), subject to obtaining shareholder and other customary approvals, for C$4.00 in cash per Share (the “Purchase Price”).
Reasons Why You Should Vote IN FAVOUR of the Arrangement Resolution
The Board of Directors (with conflicted directors abstaining) (the “Board”) has unanimously approved the Arrangement after receiving the unanimous recommendation of the special committee of independent directors of the Company (the “Special Committee”). The Board strongly urges Shareholders to vote in favour of the Arrangement Resolution, which they determined is in the best interests of the Company and is fair to the Shareholders.
Significant Premium – The Purchase Price offers a premium of approximately 90% to the closing price of the Shares on the TSX as of December 20, 2024 (the last trading day before the announcement of the Arrangement), and of approximately 92% to the 60-day volume-weighted average trading price as of that date. This premium represents a compelling and immediate value proposition for Shareholders.
Certainty of Value – Failure to approve the Arrangement could risk Shareholders’ ability to realize this substantial premium and the certainty of value it provides, potentially undermining long-term shareholder value. Failure to approve the Arrangement would likely have a material negative effect on the market price of the Shares, which could return to the price levels of the Shares before the Arrangement was announced or lower.
Strategic Review Process – The Board took decisive action by initiating the strategic review process announced on September 29, 2024. Market sentiment highlighted a significant increase in the risks associated with remaining a standalone business. The Company, together with its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), explored multiple acquisition, partnership, and sale opportunities. None of these alternatives resulted in an alternative superior to the Arrangement, underscoring the Arrangement’s strategic and financial attractiveness.
Fairness Opinions – KBW and independent financial advisor Blair Franklin Capital Partners Inc. (“Blair Franklin“) provided fairness opinions to the Board and, in the case of Blair Franklin, to the Special Committee. Both opinions concluded that the consideration to be received by Shareholders under the Arrangement is fair, from a financial point of view, to Shareholders.
Negotiated Terms – The terms of the Arrangement reflect a comprehensive and rigorous negotiation process conducted at arm’s length under the direct oversight of the Special Committee aimed at achieving the best possible outcome for Shareholders.
All-Cash Consideration – The all-cash Purchase Price guarantees Shareholders immediate and certain value, eliminating exposure to future market volatility.
Support for the Arrangement – All of the directors and senior officers of Payfare, representing approximately 11.3% of the issued and outstanding Shares, have entered into support and voting agreements in favour of the Arrangement Resolution.
Other Factors – The Board also considered the Arrangement with reference to the standalone financial condition and results of operations of Payfare, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Payfare’s financial and strategic position. This included the impact of DoorDash, Inc.’s DasherDirect card program not being renewed beyond the current term, which expires in early 2025 as announced by the Company on September 26, 2024.
Additional information related to the Arrangement is detailed in the Circular.
Receipt of Interim Order
Payfare is also pleased to announce that it has been granted an interim order (the “Interim Order”) from the Supreme Court of British Columbia (the “Court”) authorizing various matters, including the holding of the Meeting and the mailing of the Circular and related Meeting materials. The Meeting is to be held in accordance with the terms of the Interim Order.
Don’t Delay. Vote Today.
The Meeting is scheduled to be held on February 21, 2025, at 11:00 A.M. (Toronto Time) and will be held virtually at https://web.lumiagm.com/238646522 using password “payfare2025”. The deadline for receiving your completed proxy is February 19, 2025, at 11:00 A.M. (Toronto Time), being not later than 48 hours before the Meeting (excluding any day which is not a business day).
If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy or voting information form, please contact Kingsdale Advisors, at 1-866-581-1490 (North America toll free), text or call 416-623-2513, or email contactus@kingsdaleadvisors.com.
The Circular and related Meeting materials are available on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile and on https://corp.payfare.com/investors/. The Circular provides important information regarding the Arrangement and related matters, including the background to the Arrangement, the reasons for recommendation of the Special Committee and the Board, voting procedures and how to attend the Meeting.
Advisors and Counsel
Borden Ladner Gervais LLP and Dentons are acting as legal advisors to the Company. Kingsdale Advisors is acting as Strategic Shareholder and Communications Advisor to the Company. Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv and the Purchaser.
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.
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 consideration to be paid to Shareholders pursuant to the Arrangement, the ability of the Company and the Purchaser to consummate the Arrangement on the terms and in the manner contemplated by the Arrangement Agreement, the anticipated benefits of the Arrangement, the anticipated timing of the Arrangement, the future trading price of the Shares, the holding and timing of the Meeting, the prospects, strategic alternatives and competitive position of the Company, and the non-renewal of the Company’s agreement with DoorDash. 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, Shareholder and other approvals 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.
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