The Arrangement to “maximize value is reasonable” compared to other alternatives says ISS The all-cash offer represents a significant premium of approximately 90% to the pre-announcement share price Don’t Delay. Vote Today! For questions or help with voting, call Kingsdale Advisors on 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, Jan. 29, 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 issued a report recommending that Payfare shareholders (“Shareholders”) vote FOR the arrangement agreement (the “Arrangement”) between the Company, Fiserv, Inc. (“Fiserv”)(NYSE: FI) and 1517452 B.C. Ltd. (the “Purchaser”), an affiliate of Fiserv.
Pursuant to the Arrangement under the British Columbia Business Corporations Act, 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”). The Arrangement is to be voted on at the special meeting of Shareholders to be held virtually on February 21, 2025 (the “Meeting”).
ISS is a leading independent proxy voting and corporate governance advisory firm whose recommendation may influence how pension funds, investment managers, mutual funds, and other shareholders vote.
In its recommendation to Vote FOR the resolution, ISS has stated that the offer represents a “premium to the unaffected price, valuation appears credible, and the board engaged in a reasonable process”. It also concluded that shareholders stand to receive “certain and immediate cash value” and that the “risk remains elevated” in the event the resolution does not get approved. 1
The proxy advisor also took into account the fact that the board was able to increase the offer price from an initial undisclosed value to an indicative value of $3.50 per share, followed by $3.75 per share offer, before finally arriving at a $4.00 per share offer.
The terms of the Arrangement and the arrangement agreement between the Company, Fiserv and the Purchaser dated December 22, 2024 (the “Arrangement”) are further described in the Management Information Circular (the “Circular”) and related materials for the Meeting, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN
The Board reminds all shareholders to vote well in advance of the proxy cut-off time is February 19, 2025, at 11:00 A.M. (Toronto Time). 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 proxy or voting information form, please contact 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.
The Company has retained Kingsdale Advisors as its Strategic Shareholder and Communications Advisor.
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 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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