- 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 announcement
- Vote 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.
