Leading proxy advisor reaffirms its recommendation that shareholders vote “FOR” the proposed transaction with Fiserv Arrangement provides an attractive premium and provides superior value to all other prospects including the standalone planAvoid losing certainty of value by voting your management proxy in advance of the deadline on February 19, 2025, at 11:00 A.M. ESTFor questions or help with voting, call Kingsdale Advisors at 1-866-581-1490 (North America toll free) or 416-623-2513 (text and call enabled outside North America), or email contactus@kingsdaleadvisors.com
TORONTO, Feb. 13, 2025 /CNW/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has reaffirmed its recommendation that Payfare Shareholders (“Shareholders”) vote “FOR” the proposed arrangement agreement (the “Arrangement”) with Fiserv, Inc. (“Fiserv”) (NYSE: FI) and 1517452 B.C. Ltd. (the “Purchaser”), an affiliate of Fiserv.
ISS reiterated its position following a press release containing inaccurate statements and omissions issued by Kingsferry Capital Management Group Limited (“Kingsferry”), whose Co-Founder is a former Payfare director. In confirming its recommendation to vote “FOR” the resolution, ISS found that the “transaction carries an attractive premium, follows a robust process, and provides superior value to all other prospects including the standalone plan”, and that “the dissident has not suggested any alternatives for the company to pursue.”[1]
As the Company noted in its press release issued February 12, 2025, the Board of Directors (the “Board”) unanimously recommends that Shareholders vote “FOR” Fiserv’s all-cash offer of CA$4.00 per Share. The offer represents a premium of approximately 90% to the share price and 92% to the 60-day volume-weighted average price on the TSX prior to the announcement.
Payfare’s Board and a special committee of independent directors (the “Special Committee”) thoroughly explored and evaluated several acquisition, commercial partnership, and sale opportunities as part of a robust strategic review process announced in September 2024. The outcome reflects a comprehensive, rigorous and competitive negotiation process conducted at arm’s length under the oversight of the Special Committee, ensuring the best possible outcome for Payfare shareholders. The Board’s effective oversight resulted in a ~14% increase from Fiserv’s indicative value of CA$3.50 per Share to its final CA$4.00 per Share offer, which exceeded all other proposals.
The Board agrees with ISS that not approving the Arrangement could jeopardize Shareholders’ ability to secure this substantial premium and the certainty of value it offers against potential downside factors tied to Payfare achieving its standalone plan. Payfare thanks shareholders who have already voted their shares “FOR” the Arrangement, and encourages those who have not yet voted to act immediately to secure certainty of value.
ACT NOW. VOTE TODAY.
Don’t Miss Your Last Chance. The completed management proxy must be received no later than February 19, 2025, at 11:00 A.M. EST., to make your vote count.
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”.
If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your management proxy, please contact Kingsdale Advisors, at 1-866-581-1490 (North America toll free), text or call 416-623-2513, or email contactus@kingsdaleadvisors.com.
If you did not receive your voting package or “control number” with instructions to vote, please reach out to customer support for the broker you deal with who holds your Shares to obtain it.
The Company’s management information circular and other meeting materials are available on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile and on https://corp.payfare.com/investors/.
About Payfare (TSX: PAY, OTCQX: PYFRF)
Payfare is a leading, international Earned Wage Access 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 future trading price of the Shares, the holding and timing of the Meeting, and the prospects, strategic alternatives and competitive position of the Company. 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.
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1 Permission to use these quotations was neither sought nor obtained from ISS.
SOURCE Payfare Inc.
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