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Payfare Files Management Information Circular for Special Meeting of Shareholders and Announces Receipt of Interim Order

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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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Marine Biological Laboratory Appoints Nicole A. Theodosiou as Burroughs Wellcome Director of Education

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WOODS HOLE, Mass., July 23, 2026 /PRNewswire/ — The Marine Biological Laboratory (MBL) has appointed Nicole A. Theodosiou, Ph.D., as its next Burroughs Wellcome Director of Education at the Marine Biological Laboratory. She will join the MBL on September 8.

Theodosiou brings more than two decades of experience in science education, academic leadership, and program development. She joins the MBL from Union College in Schenectady, New York, where she held a number of leadership roles focused on curriculum innovation, faculty development, and undergraduate STEM education. Most recently, she served as Special Projects Director for Initiatives in Pedagogy & Course Design. Previously, she directed the Howard Hughes Medical Institute Inclusive Excellence Initiative, led the Biochemistry Program, and served as a faculty member in the Department of Biology.

Throughout her career, Theodosiou has developed interdisciplinary educational programs, led faculty development initiatives, and advanced innovative approaches to teaching and learning. She is a member of the Society for Developmental Biology Academy and served on the Society’s Board of Directors as chair of its Professional Development and Education Committee, where she helped create professional development programs and educational resources for scientists nationwide.

At the MBL, Theodosiou will lead the institution’s educational programs, including its internationally renowned Advanced Research Training Courses (ARTCs), undergraduate and high school programs, and other educational initiatives that support the Laboratory’s mission of advancing biological discovery through research and education.

“Education has been central to the MBL’s mission since our founding in 1888,” said Nipam H. Patel, Director of the MBL. “Nicole brings a remarkable combination of scientific expertise, educational leadership, and strategic vision. Her commitment to experiential learning and developing innovative educational programs makes her an outstanding addition to our leadership team as we work to magnify the MBL’s educational impact for the next generation of scientists. “

Theodosiou has maintained a longstanding connection to the MBL throughout her career. She participated in the Laboratory’s Gene Regulatory Networks course in 2015, collaborated with the Marine Resource Center in support of her research, and has mentored students who have participated in MBL educational programs. She has described the MBL’s educational ecosystem as “unparalleled” and its tradition of learning by doing as closely aligned with her own philosophy of science education.

“The MBL has always been a place where scientific discovery and education go hand in hand,” said Theodosiou. “Its tradition of learning by doing and global community has inspired generations of researchers, including myself. I’m honored to join the MBL community and look forward to strengthening and building on its extraordinary legacy to inspire and train the next generation of scientists. “

Theodosiou earned a Ph.D. in Genetics from Yale University and a bachelor’s degree in biology from Swarthmore College. Her research as a developmental biologist has focused on vertebrate evolution and development, while her educational leadership has emphasized creating accessible, research-driven learning environments that integrate science, education, and communication.

About the Marine Biological Laboratory

The Marine Biological Laboratory (MBL) is dedicated to scientific discovery—exploring fundamental biology, understanding biodiversity and the environment, and informing the human condition through research and education. Founded in Woods Hole, Massachusetts, in 1888, the MBL is a private, nonprofit institution.

Media Contact:
Samantha Cummis
Scummis@mbl.edu
973-800-4118

View original content to download multimedia:https://www.prnewswire.com/news-releases/marine-biological-laboratory-appoints-nicole-a-theodosiou-as-burroughs-wellcome-director-of-education-302833514.html

SOURCE Marine Biological Laboratory

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Marine Biological Laboratory Appoints Nicole A. Theodosiou as Burroughs Wellcome Director of Education

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WOODS HOLE, Mass., July 23, 2026 /PRNewswire/ — The Marine Biological Laboratory (MBL) has appointed Nicole A. Theodosiou, Ph.D., as its next Burroughs Wellcome Director of Education at the Marine Biological Laboratory. She will join the MBL on September 8.

Theodosiou brings more than two decades of experience in science education, academic leadership, and program development. She joins the MBL from Union College in Schenectady, New York, where she held a number of leadership roles focused on curriculum innovation, faculty development, and undergraduate STEM education. Most recently, she served as Special Projects Director for Initiatives in Pedagogy & Course Design. Previously, she directed the Howard Hughes Medical Institute Inclusive Excellence Initiative, led the Biochemistry Program, and served as a faculty member in the Department of Biology.

Throughout her career, Theodosiou has developed interdisciplinary educational programs, led faculty development initiatives, and advanced innovative approaches to teaching and learning. She is a member of the Society for Developmental Biology Academy and served on the Society’s Board of Directors as chair of its Professional Development and Education Committee, where she helped create professional development programs and educational resources for scientists nationwide.

At the MBL, Theodosiou will lead the institution’s educational programs, including its internationally renowned Advanced Research Training Courses (ARTCs), undergraduate and high school programs, and other educational initiatives that support the Laboratory’s mission of advancing biological discovery through research and education.

“Education has been central to the MBL’s mission since our founding in 1888,” said Nipam H. Patel, Director of the MBL. “Nicole brings a remarkable combination of scientific expertise, educational leadership, and strategic vision. Her commitment to experiential learning and developing innovative educational programs makes her an outstanding addition to our leadership team as we work to magnify the MBL’s educational impact for the next generation of scientists. “

Theodosiou has maintained a longstanding connection to the MBL throughout her career. She participated in the Laboratory’s Gene Regulatory Networks course in 2015, collaborated with the Marine Resource Center in support of her research, and has mentored students who have participated in MBL educational programs. She has described the MBL’s educational ecosystem as “unparalleled” and its tradition of learning by doing as closely aligned with her own philosophy of science education.

“The MBL has always been a place where scientific discovery and education go hand in hand,” said Theodosiou. “Its tradition of learning by doing and global community has inspired generations of researchers, including myself. I’m honored to join the MBL community and look forward to strengthening and building on its extraordinary legacy to inspire and train the next generation of scientists. “

Theodosiou earned a Ph.D. in Genetics from Yale University and a bachelor’s degree in biology from Swarthmore College. Her research as a developmental biologist has focused on vertebrate evolution and development, while her educational leadership has emphasized creating accessible, research-driven learning environments that integrate science, education, and communication.

About the Marine Biological Laboratory

The Marine Biological Laboratory (MBL) is dedicated to scientific discovery—exploring fundamental biology, understanding biodiversity and the environment, and informing the human condition through research and education. Founded in Woods Hole, Massachusetts, in 1888, the MBL is a private, nonprofit institution.

Media Contact:
Samantha Cummis
Scummis@mbl.edu
973-800-4118

View original content to download multimedia:https://www.prnewswire.com/news-releases/marine-biological-laboratory-appoints-nicole-a-theodosiou-as-burroughs-wellcome-director-of-education-302833514.html

SOURCE Marine Biological Laboratory

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Canada’s investment industry and business community welcome Ontario’s commitment to join regulatory passport system

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Industry, business, and professional associations voice strong support for greater regulatory harmonization and a more competitive Canadian economy

TORONTO, July 23, 2026 /CNW/ — Canada’s investment industry and business community welcome Ontario’s commitment to join the country’s securities regulatory passport system, marking a significant step toward greater regulatory harmonization and a more efficient and competitive Canadian capital market.

A coalition of associations representing firms and professionals from across Canada’s capital markets sector, together with a broad cross-section of the business community, strongly supports the announcement by Ontario Finance Minister Peter Bethlenfalvy at the recent meeting of Canada’s finance ministers, convened by Federal Finance Minister Francois-Philippe Champagne, and supported by their provincial and territorial counterparts.

Ontario’s participation in the passport system will make it easier for firms to operate and raise capital across Canada, while reducing unnecessary regulatory duplication and costs. More broadly, it advances the national effort to remove internal trade barriers, boost productivity and strengthen Canada’s economic competitiveness.

The passport system has already demonstrated that greater regulatory coordination can be achieved while respecting provincial jurisdiction. Participating regulators retain their authority and distinct roles, while firms benefit from a system in which decisions made by a principal regulator are generally recognized across participating jurisdictions.

Ontario’s participation creates an opportunity not only to reduce duplication but also to strengthen the system as a whole. A more integrated model can better leverage the expertise and capabilities of regulators across the country, creating opportunities for greater regulatory specialization and leadership in areas where individual jurisdictions have particular strengths.

For firms, greater harmonization means more predictable regulation, less duplication, and a more efficient regulatory environment. For investors, it supports a framework that maintains strong investor protection while responding more effectively to an increasingly complex and competitive global marketplace. For Canada, it helps create a more attractive environment in which to invest, launch new products and raise capital.

This coalition stands ready to work with governments and securities regulators across Canada to support Ontario’s timely and successful implementation of the passport system and build on the progress already made. We encourage all parties to move quickly to bring Ontario into the existing framework, while preserving the features that have made the passport system work so effectively.

Ontario’s commitment is a milestone and an important step toward a more integrated, efficient and competitive capital market that will strengthen the Canadian economy and better serve Canadian investors and businesses.

About the coalition

The Canadian Bankers Association (CBA) is the voice of more than 60 domestic and foreign banks that help drive Canada’s economic growth and prosperity. The CBA advocates for public policies that contribute to a sound, thriving banking system to ensure Canadians can succeed in their financial goals. 

The Canadian ETF Association (CETFA) is the national voice of Canada’s ETF industry, representing approximately 96 per cent of exchange traded fund (ETF) assets in Canada. CETFA promotes the growth, sustainability and integrity of Canada’s ETF industry. It keeps investment professionals informed about ETF developments, educates investors about ETFs and their benefits, and debunks ETF myths.

CFA Societies Canada is a collaboration of the 12 Canadian CFA Institute member societies, representing over 21,000 CFA charter holders in Canada. Its mission is to lead the investment profession in Canada by advancing the highest professional standards, integrity, and ethics for the ultimate benefit of Canadian society.

Chartered Professional Accountants of Canada (CPA Canada) is one of the most influential accounting organizations in the world. As a non-regulatory body comprised of individual CPA members, CPA Canada supports the profession and represents Canadian CPAs at the national and international levels. Nationally, CPA Canada acts in the public interest to promote transparency in financial markets, prepares CPAs for a rapidly evolving business environment through extensive guidance and programming and contributes to standard setting and policy making. Globally, CPA Canada works together with international bodies to build a stronger accounting profession worldwide. Its dedicated efforts help shape public policy, influence regulatory frameworks and establish high professional standards that reflect the evolving needs of the accounting industry.

The Alternative Investment Management Association (AIMA) is the global representative of the alternative investment industry, with around 2,100 corporate members in over 60 countries. AIMA’s fund manager members collectively manage more than US$4 trillion in hedge fund and private credit assets. AIMA draws upon the expertise and diversity of its membership to provide leadership in industry initiatives such as advocacy, policy and regulatory engagement, educational programs and sound practice guides. AIMA works to raise media and public awareness of the value of the industry. AIMA set up the Alternative Credit Council (ACC) to help firms focused in the private credit and direct lending space. The ACC currently represents over 250 members that manage US$2 trillion of private credit assets globally. AIMA is committed to developing skills and education standards and is a co-founder of the Chartered Alternative Investment Analyst designation (CAIA) – the first and only specialized educational standard for alternative investment specialists. AIMA is governed by its Council (Board of Directors). AIMA was founded in 1990, with the AIMA Canada subsidiary formed in 2003.

The Ontario Chamber of Commerce (OCC) is the indispensable partner of business and Canada’s largest, most influential provincial chamber. It is an independent, non-profit advocacy and member services organization representing a diverse network of 60,000 members. The OCC convenes, mobilizes and empowers business and local chambers in pursuit of its purpose: to bring inclusive and sustainable prosperity to Ontario’s businesses, workers, and communities.

The Pension Investment Association of Canada (PIAC) has been the foremost voice for Canadian pension funds in matters related to pension investment and governance since 1977. PIAC is composed of over 130 of the largest pension plans in the country who manage over $3.5 trillion of assets on behalf of millions of Canadians. Its mission is to promote sound investment practices and good governance for the benefit of plan sponsors and beneficiaries.

The Portfolio Management Association of Canada (PMAC) represents over 300 asset management firms that manage more than $4 trillion in assets. Members are all fiduciaries managing investments in the best interests of their clients, which include private individuals, foundations, universities and pension plans. PMAC employs a collaborative information-sharing business model and advocates on behalf of its members on securities regulation and government policy matters. The association’s mission is to advocate the highest standards of unbiased portfolio management in the interest of investors served by members.

The Securities and Investment Management Association (SIMA) empowers Canada’s investment industry. The association, formerly The Investment Funds Institute of Canada (IFIC), is the leading voice for the securities and investment management industry, which oversees approximately $4.5 trillion in assets for over 20 million investors and the Canadian capital markets. Our members–including investment fund managers, investment and mutual fund dealers, capital markets participants, and professional service providers–are committed to creating a resilient, innovative investment sector that fuels long-term economic growth and creates opportunities for all Canadians.

SOURCE Securities and Investment Management Association

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