Advent International signed an agreement to acquire Nuvei Corporation.
April 01, 2024
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Advent International signed an agreement to acquire Nuvei Corporation (TSX:NVEI) on April 2, 2024. Shareholders will receive US$34.00 per share in cash, which represents a premium of approximately 56% over Nuvei?s unaffected closing share price of US$21.76 on the Nasdaq Global Select Market on March 15, 2024, and a premium of approximately 48% over Nuvei?s 90-day volume weighted average trading price1 as of such date, valuing Nuvei at an enterprise value of approximately US$6.3 billion.
Following completion of the transaction, it is expected that the Subordinate Voting Shares will be delisted from each of the Toronto Stock Exchange and the Nasdaq and that Nuvei will cease to be a reporting issuer in all applicable Canadian jurisdictions and will deregister the Subordinate Voting Shares with the U.S. Securities and Exchange Commission. A termination fee of US$150 million would be payable by Nuvei in certain circumstances, including in the context of a superior proposal supported by Nuvei. A reverse termination fee of US$250 million would be payable to Nuvei if the transaction is not completed in certain circumstances. Nuvei?s Board of Directors, after receiving advice from the Company?s financial advisor and outside legal counsel, is unanimously recommending (with interested directors abstaining from voting) that the Nuvei shareholders vote in favour of the transaction. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors which is comprised solely of independent directors and was formed in connection with the transaction (the ?Special Committee?). The Special Committee was advised by independent legal counsel and retained TD Securities Inc. (?TD?) as financial advisor and independent valuator.
Barclays Capital Inc. acted as exclusive financial advisor to the Company, and TD Securities Inc. acted as independent valuator and financial advisor to the Special Committee. Stikeman Elliott LLP and Davis Polk & Wardwell LLP acted as legal advisors to the Company. Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to the Special Committee. RBC Capital Markets acted as financial advisor to Advent, while Kirkland & Ellis LLP and Blake, Cassels & Graydon LLP acted as legal advisors to Advent. BMO Capital Markets is acting as left lead arranger and administrative agent for the new US$600 million revolving credit facility and US$2,550 million term loan financing. Osler, Hoskin & Harcourt LLP acted as legal advisor to Philip Fayer. Fasken Martineau DuMoulin LLP and Willkie Farr & Gallagher LLP acted as legal advisors to Novacap. CIBC Capital Markets acted as financial advisor to CDPQ, and McCarthy Tétrault LLP and Mayer Brown LLP acted as its legal advisors.
Nuvei Corporation is a fintech company. The Company provides electronic payment technology solutions to merchants and partners in North America, Europe, Middle East and Africa, Latin America and Asia-Pacific. Its solutions span the entire payments stack and include an integrated payments engine with global processing capabilities and a suite of data-driven business intelligence tools and risk management services. The Company platform provides pay-in and payout capabilities, connecting merchants with their customers in over 200 markets worldwide. Its platform supports for more than 634 alternative payment methods, and over 150 currencies. It also enables online payments, mobile payment and in-store payments. Its platform enables customers to accept payments worldwide regardless of their customersâ location, device or preferred payment method. Its technology includes gateway, currency management, global payouts, card issuing, open banking, data reporting and reconciliation tools.