Canadian fintech company Nuvei Corporation (TSX:NVEI) today secured shareholders’ approval for the plan of arrangement to be taken private by Advent International, L.P.
The purchaser will acquire all of the issued and outstanding subordinate voting shares and multiple voting shares of the company.
The shares that are not held by Philip Fayer, certain investment funds managed by Novacap Management Inc. and Caisse de dépôt et placement du Québec (CDPQ) will be acquired for a price of US$34.00 in cash per Share.
Each of the Rollover Shareholders has agreed to sell all of their Shares to the Purchaser in exchange for consideration consisting of a combination of cash and shares in the capital of the Purchaser or an affiliate thereof. Following completion of the Arrangement, Philip Fayer, Novacap and CDPQ are expected to hold or exercise control or direction over, directly or indirectly, approximately 24%, 18% and 12%, respectively, of the common equity in the resulting private company.
The Arrangement Resolution was adopted on a vote by way of ballot by (i) at least two-thirds of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority (more than 50%) of the votes cast by the holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by the holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; and (iv) not less than a simple majority of the votes cast by the holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting.
The Arrangement remains subject to the satisfaction or waiver of certain other closing conditions customary in a transaction of this nature, including the receipt of a final order from the Court approving the Arrangement and certain regulatory approvals.
The hearing in respect of the Final Order is scheduled to take place on June 20, 2024. Assuming that these remaining conditions to closing are satisfied, the Arrangement is expected to be completed in late 2024 or the first quarter of 2025.
