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

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1 year ago

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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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U.S. Quartz Workers: Strong Safeguard Remedies Needed to Save 100,000 American Manufacturing Jobs

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July 23, 2026

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WASHINGTON, July 23, 2026 /PRNewswire/ — The Quartz Manufacturers Alliance for America (QMAA) released a powerful video featuring quartz manufacturing workers from across the country calling for free and fair trade policies to save 100,000 American jobs. QMAA, a coalition of leading U.S.-based quartz slab manufacturers, are calling for strong safeguard remedies after the U.S. International Trade Commission (ITC) found a huge flood of foreign imports had caused tremendous injury to the domestic quartz industry.

QMAA members are urging the Trump Administration to build on the ITC’s strong recommendation and address this major flood of quartz imports with a Tariff of 50% and a Reshoring Import Cap of 141 million square feet on imported quartz surface products. This will ensure a reshoring of the good-paying U.S. quartz manufacturing jobs stolen by companies who cheat U.S. trade law, distort competition and are decimating U.S. quartz manufacturing. Together, these trade remedies will provide the relief necessary to save the 100,000 jobs supported by the U.S. quartz industry.

The video features workers from LX Hausys, Guidoni USA and Cambria Company and is available here:
Save 100,000 American Quartz Jobs

Quotes from QMAA Quartz Manufacturing Workers
“This facility used to be a Husqvarna plant. Husqvarna closed down due to cheap foreign imports. There were over 1,000 people working here and all of a sudden…I’m worried I may see the same thing take place again.”
-Raymond Mack, Production Operator, Guidoni USA, Helena-McRae, GA

“Foreign countries, mainly China, Thailand, Malaysia, Vietnam, Indonesia, have been circumventing and cheating the American market. We believe in the industry. We believe in the American working power. We just want to level the playing field, make it fair for everyone and everyone will benefit.”
– Daniel Vas de Melo SA, Business Development Manager, Guidoni USA, McRae-Helena, GA

“In order for us to continue to compete, we need a strong Tariff and Import Cap on imported quartz surfaces. That will ensure we can play on an even playing field. That’s all we’re asking for. I would hate to see cheap, imported quartz have a negative impact on families such as mine and the other families that we employ here.”
– Mike Morici, Vice President – LX Hausys, Adairsville, GA

“The surge of foreign imports has shocked the U.S. economy, and the market for surfaces. It’s taken prices down to unsustainably low levels for any domestic supplier. The result of that is we’re not producing as much as we should, we can’t hire as many people as we would like to, and we can’t grow our business in the way that we and our peers in the U.S. want to grow.”
– Andrew Eich, President and Chief Operating Officer, Cambria

“As these foreign imports flood the market, we lose the ability to create and sustain jobs that ensure good paying conditions for manufacturing workers. There will be over 100,000 jobs that have the strong potential to go away.”
– Jack Sundry, SVP Core and Lexus – Cambria, Southern Minnesota

Background
In September 2025, QMAA filed a Global Safeguard petition with the U.S. International Trade Commission (ITC) under Section 201 of the U.S. Trade Act of 1974. The ITC’s thorough investigation found serious injury to the domestic industry caused by a massive import surge designed to undercut American businesses. Quartz imports have surged by 78.3% within the past five years, leading to a nearly 20% decline in domestic production, factory closures and major job reductions.

A final safeguard decision from the United States Trade Representative is expected by Aug. 1, 2026.

About the Quartz Manufacturing Alliance for America:
QMAA is a coalition of U.S.-based, American quartz slab manufacturing factories, united with other industry leaders to support and strengthen the American quartz industry. QMAA is committed to ensuring a free and fair, competitive marketplace born of free enterprise that provides the opportunity to compete on a level playing field for American quartz slab manufacturing factories and their valued workers. We also believe this effort will have a positive impact throughout the entire quartz surfacing industry, including to the strong benefit of American stone fabrication shops and upstream suppliers of quartz minerals and resin. Learn more at: https://www.qmaa.org/

View original content to download multimedia:https://www.prnewswire.com/news-releases/us-quartz-workers-strong-safeguard-remedies-needed-to-save-100-000-american-manufacturing-jobs-302833444.html

SOURCE Quartz Manufacturing Alliance of America

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Databricks and Microsoft expand partnership to help enterprises bring business context to enterprise AI

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59 minutes ago

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July 23, 2026

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Databricks and Microsoft extend strategic partnership through the 2030s to scale enterprise AIDatabricks deepens its bet on Azure, growing its use of Azure Databricks to run its own core business operations and analytics, while both companies advance native integration across the Microsoft stack, including Databricks Genie and Microsoft 365Databricks increases its use of Microsoft Azure Cobalt to improve performance and efficiency

REDMOND, Wash. and SAN FRANCISCO, July 23, 2026 /PRNewswire/ — Microsoft Corp. and Databricks on Wednesday announced an expansion of their decade-long strategic partnership, extending into the 2030s. Databricks will deepen its use of Azure Databricks to run core business operations and build its unified lakehouse, while leveraging Azure Cobalt, Microsoft’s next-generation Arm-based infrastructure, to improve performance and efficiency. Microsoft will also continue integrating Databricks Data and AI platform across its products, bringing capabilities like Genie, Databricks’ AI co-worker, directly into customer workflows. Together, the companies are helping enterprises build AI grounded in their own business context with the cost efficiency, control and choice needed to scale successfully.

Enterprises want AI that understands their customers, products, operations, metrics and business processes, all while running securely where work happens. Yet, most still struggle to connect AI to trusted business knowledge, govern models and agents consistently, and control costs. Microsoft and Databricks are helping customers close that gap: 

“For nearly a decade, Databricks and Microsoft have helped enterprises innovate with data and AI,” said Ali Ghodsi, Co‑Founder and CEO of Databricks. “Today, our partnership is stronger than ever. With Databricks Genie and Unity AI Gateway deeply integrated across Microsoft’s products, we’re helping enterprises unify their data and ground AI in business knowledge. This lets customers get the full benefits of agents and models while controlling costs and ensuring governance.”

“The next generation of AI will be defined by how effectively organizations turn their unique knowledge into intelligence,” said Judson Althoff, CEO, Microsoft Commercial Business. “Microsoft and Databricks are helping customers connect data, AI and business context to accelerate decision-making and drive measurable impact. With Databricks deepening its investment in Azure Databricks and Azure Cobalt-powered infrastructure, customers will benefit from greater performance, efficiency and scale for their most demanding workloads. Databricks’ decision to run its own core business operations on Azure Databricks also gives customers confidence in a platform proven at enterprise scale.”

Databricks runs core business operations on Azure Databricks 

As part of this latest deal, Databricks deepens its commitment to Azure, running its own core business operations and analytics on Azure Databricks, using the very platform it delivers to customers at scale.

Advancing performance with Azure Cobalt

Databricks will also expand its use of Azure Cobalt, Microsoft’s next-generation Arm-based infrastructure, to improve performance and efficiency for agentic and data-intensive workloads. Databricks currently uses Cobalt 100 and plans to adopt Cobalt 200, which delivers up to 50% better performance and includes memory encryption enabled by default.

Deep integrations for Databricks Genie and Unity AI Gateway with Microsoft product stack

By combining the Databricks Data + AI Platform with Azure’s global scale, customers can accelerate AI transformation while maintaining control and reliability. As a native Azure service, Azure Databricks makes its AI capabilities available directly within customers’ existing Microsoft environment, grounding and operating agents on enterprise data with Genie and Genie Ontology, and governing models, agents and cost through Unity AI Gateway. Deeply integrated across the Microsoft ecosystem spanning Microsoft Entra, Azure Data Lake Storage, Azure security, Microsoft OneLake, Power BI, Microsoft Purview, Microsoft Foundry, Power Platform, Microsoft 365, Teams and Copilot, these capabilities bring governed, real-time data and AI into business workflows, giving organizations the context, control, choice and cost efficiency needed to drive impact.

Continued investment is evident from our recent announcements with Databricks at Data + AI Summit in June.

Customer impact with Azure Databricks

The deepened collaboration strengthens support for joint customers running data, analytics and AI workloads on Azure Databricks, delivering improved performance, security, AI governance and enterprise readiness. Thousands of customers, including Banco Bradesco, the Cincinnati Reds, Electrolux, SMBC and Unilever, already use Azure Databricks to run critical workloads and scale AI with confidence.

Read more on the proven business value of the Databricks and Microsoft partnership on the Microsoft Azure blog.

About Databricks

Databricks is the Data and AI company. More than 20,000 organizations worldwide — including AT&T, Bayer, BMW Group, HSBC, T-Mobile, Unilever, and 70% of the Fortune 500 — rely on Databricks Data + AI Platform to build and scale data and AI apps, analytics and agents. Headquartered in San Francisco with 30+ offices around the globe, Databricks offers a unified platform that includes Genie, Lakebase, Agent Bricks, Lakeflow, Lakehouse, and Unity Catalog. To learn more, follow Databricks on LinkedIn, X, YouTube, and Instagram.

About Microsoft

Microsoft (Nasdaq “MSFT” @microsoft) creates platforms and tools powered by AI to deliver innovative solutions that meet the evolving needs of our customers. The technology company is committed to making AI available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/databricks-and-microsoft-expand-partnership-to-help-enterprises-bring-business-context-to-enterprise-ai-302832954.html

SOURCE Microsoft Corp.

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Harness and Kong Expand Strategic Partnership to Deliver Comprehensive API and AI Security

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59 minutes ago

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July 23, 2026

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Joint solution extends proven API gateway security to the AI era — with automated AI discovery and runtime AI protection

SAN FRANCISCO, July 23, 2026 /PRNewswire/ — Harness, the AI Software Delivery Platform™ company, and Kong Inc., a leading developer of API and AI connectivity technologies, today announced an expansion of their strategic partnership to address the growing security challenges posed by AI-driven architectures, autonomous agents, and Model Context Protocol (MCP) deployments.

According to The State of AI-Native Application Security 2025 report, as enterprises race to deploy AI at scale, 62% have no visibility into where LLMs are in use across their environment, and 74% say AI sprawl will outpace API sprawl when it comes to risk — making embedded, infrastructure-level security more critical than ever. And companies are now deploying agents into their operations at an exponentially increasing rate, making it a necessity to protect the agents themselves and the systems interacting with those agents.

The two companies are extending their joint solution from Kong API Gateway to also include Kong AI Gateway, bringing Harness’s AI security intelligence directly into the AI infrastructure layer and enabling enterprises to discover, monitor, and protect every agent, AI asset, LLM-powered service, and MCP-connected workflow that traverses it.

A Proven Foundation: Harness and Kong API Gateway

Harness and Kong have been jointly trusted by enterprises to deliver best-in-class API security for years. The existing Harness and Kong API Gateway integration provides:

Comprehensive API traffic visibility and behavioral analysis across all Kong-managed servicesReal-time detection and blocking of API threats, including OWASP API Security Top 10 risks, credential stuffing attacks, and business logic abuseContinuous sensitive data tracking to identify PII exposure and regulatory riskZero-friction deployment alongside existing Kong configurations

This new offering of the AI Gateway solution applies the same level of security depth to AI infrastructure, ensuring that security teams are not left behind as their organizations adopt AI and agentic operations.

“Our partnership with Harness has given joint customers production-grade API security that works with the way they build, not against it,” said Ken Kim, Senior Vice President, Business Development at Kong Inc. “Extending to include Kong AI Gateway is a natural next step. The same enterprises are now moving AI into production through our gateway and need the same depth of visibility and control they’ve come to rely on for their APIs for all AI traffic types including LLM, MCP, and A2A. That’s exactly what this delivers and is crucial for organizations scaling in the agentic era.”

The New Frontier: Kong AI Gateway and Harness AI Security

As enterprises accelerate AI adoption, the attack surface has fundamentally shifted. AI agents, LLM-powered microservices, and MCP-enabled integrations introduce new vectors that traditional security tools were not designed to address. Unlike traditional software, AI agents are non-deterministic — the same agent can behave differently on consecutive runs, making it impossible to secure them the way you’d secure a static API. The new Harness and Kong AI Gateway integration directly tackles these challenges across two critical domains: AI discovery and AI protection.

AI Discovery
Harness automatically inventories every AI asset, API, MCP server, tool, prompt, and resource routed through Kong AI Gateway — providing security teams with a continuously updated catalog of their AI attack surface. No manual documentation. No blind spots.

AI Protection
Harness applies behavioral analysis and anomaly detection to AI traffic in real time, identifying prompt injection attacks, data exfiltration through AI responses, jailbreaking, malicious code in prompts, and other AI-specific threats. Enterprises gain the same depth of observability and protection for their agents and AI workloads that they already rely on for traditional APIs, with full prompt and response details available for incident investigation and inline policy enforcement through Kong AI Gateway.

“Shadow AI has become the defining security blind spot for enterprises today. Traditional tools were built for static code and predictable systems, not for adaptive AI models, agent-to-agent communication, and MCP-connected workflows that evolve continuously,” said Rahul Sood, GM of Application Security at Harness. “This integration of Harness AI Security with Kong puts security intelligence directly into the connectivity layer where AI traffic flows. Joint customers now have the visibility and control they need to move fast without losing sight of what’s happening across their AI infrastructure.”

Availability

The Harness and Kong API Gateway integration is generally available today for all joint customers. The Kong AI Gateway integration, including AI Discovery and AI Protection, is also generally available now. Joint customers can contact their account team or request a demo.

About Harness
Harness is the AI Software Delivery Platform™ company, enabling engineering teams to build, test, and deliver software faster and more securely. Powered by Harness AI and the Software Delivery Knowledge Graph, the platform brings intelligent automation to every stage of the software delivery lifecycle after code — removing toil and freeing developers from manual, repetitive work. Companies like United Airlines, Morningstar, and Choice Hotels use Harness to accelerate releases by up to 75%, cut cloud costs by 60%, and achieve 10x efficiency across DevOps. Based in San Francisco, Harness is backed by Goldman Sachs, Menlo Ventures, IVP, Unusual Ventures, and Citi Ventures.

About Kong

Kong Inc., a leading developer of API and AI connectivity technologies, is building the connectivity layer of AI. Trusted by the Fortune 500® and AI-native startups alike, Kong’s unified API and AI platform enables organizations to secure, manage, accelerate, govern, and monetize the flow of intelligence across APIs and AI traffic — on any model, any cloud. For more information, visit www.konghq.com.

View original content to download multimedia:https://www.prnewswire.com/news-releases/harness-and-kong-expand-strategic-partnership-to-deliver-comprehensive-api-and-ai-security-302833414.html

SOURCE Harness

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