NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, March 18, 2021 (GLOBE NEWSWIRE) — Nuvei Corporation (“Nuvei” or the “Company”) (TSX: NVEI and NVEI.U), the global payment technology partner of thriving brands, has announced today that funds managed by Novacap Management Inc. (collectively, “Novacap”), Whiskey Papa Fox Inc., a holding company controlled by Philip Fayer, our Chair and Chief Executive Officer (“Fayer Holdco”), CDP Investissements Inc., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec (“CDPQ”) and David Schwartz, our Chief Financial Officer (together the “Selling Shareholders”), and the Company have entered into an agreement with Goldman Sachs Canada Inc., Credit Suisse, BMO Capital Markets and RBC Capital Markets to complete a secondary offering on a bought deal basis (the “Offering”). Under the agreement, the underwriters have agreed to purchase 8,200,000 subordinate voting shares of the Company at a purchase price of US$60.22 per subordinate voting share for total gross proceeds to the Selling Shareholders of approximately US$494 million. Fayer Holdco will also be donating 600,000 subordinate voting shares to a charitable foundation.
The Selling Shareholders have granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering at the offering price to cover over-allotments, if any.
In connection with the Offering, the Company will file a prospectus supplement to its short form base shelf prospectus dated December 7, 2020 on March 19, 2021 with the securities regulatory authorities in each of the provinces and territories of Canada. The Offering will also be extended to persons reasonably believed to be Qualified Institutional Buyers in the United States pursuant to the exemption from registration provided by Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and corresponding exemptions from registration under state securities laws.
Novacap currently holds 36,789,095 multiple voting shares representing approximately 26.63% of the issued and outstanding shares and approximately 37.99% of the voting power attached to all of the shares. Following the closing of the Offering, Novacap will hold 33,618,577 multiple voting shares, representing approximately 24.29% of the issued and outstanding shares and approximately 37.70% of the voting power attached to all of the shares.
Fayer Holdco currently holds 34,205,100 multiple voting shares representing approximately 24.76% of the issued and outstanding shares and approximately 35.32% of the voting power attached to all of the shares. Following the closing of the Offering and the donation of 600,000 subordinate voting shares to a charitable foundation, Fayer Holdco will hold 30,657,273 multiple voting shares, representing approximately 22.15% of the issued and outstanding shares and approximately 34.38% of the voting power attached to all of the shares.
CDPQ currently holds 21,253,613 multiple voting shares representing approximately 15.38% of the issued and outstanding shares and approximately 21.95% of the voting power attached to all of the shares. Following the closing of the Offering, CDPQ will hold 19,421,957 multiple voting shares, representing approximately 14.03% of the issued and outstanding shares and approximately 21.78% of the voting power attached to all of the shares.
David Schwartz currently holds 35,213 subordinate voting shares representing approximately 0.03% of the issued and outstanding shares and approximately 0.004% of the voting power attached to all of the shares. In connection with the Offering, David Schwartz will exercise 249,999 of his vested options for subordinate voting shares which will be offered as part of the Offering. Following the closing of the Offering, David Schwartz will hold 35,213 subordinate voting shares, representing approximately 0.03% of the issued and outstanding shares and approximately 0.004% of the voting power attached to all of the shares.
The net proceeds of the Offering will be paid directly to the Selling Shareholders. The Company will not receive any proceeds from the Offering.
The Offering is expected to close on or about March 24, 2021, subject to customary closing conditions. Following the closing of the Offering, the total number of issued and outstanding shares of the Corporation will be 138,422,444, of which 54,724,637 will be subordinate voting shares and 83,697,807 will be multiple voting shares.
No securities regulatory authority has either approved or disapproved the contents of this press release. The subordinate voting shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities law and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
We are Nuvei (TSX: NVEI and NVEI.U), the global payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform offers direct connections to all major payment card schemes in over 200 markets worldwide, supports 455 local and alternative payment methods and nearly 150 currencies. Our purpose is to make our world a local marketplace.
This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements regarding the proposed Offering, participants in the Offering, terms of the Offering and closing of the Offering. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to those described under the header “Risk Factors” in Nuvei’s final short form shelf prospectus dated December 7, 2020, our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operation, our Annual Information Form dated March 17, 2021 and, when available, our prospectus supplement, all of which are or will be available under our profile on SEDAR at www.sedar.com. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
For further information, please contact:
Vice President, Head of Investor Relations