- Shareholders are encouraged to vote "FOR" the special
resolution approving the Arrangement in advance of the
February 19, 2025 at 11:00 A.M. (Toronto time) deadline
- Don't Delay. Vote Today! For questions or help with voting,
call 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
TORONTO, Feb. 4, 2025
/CNW/ - Payfare Inc. ("Payfare" or the
"Company")(TSX: PAY) (OTCQX: PYFRF) is pleased to announce
that proxy advisory firm Glass Lewis has recommended that Payfare
shareholders ("Shareholders") vote "FOR" the
previously announced statutory plan of arrangement (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").
Glass Lewis is the second leading independent proxy voting and
corporate governance advisory firm to recommend Shareholders vote
"FOR" the Arrangement, following the previously
announced recommendation from Institutional Shareholder
Services ("ISS").
The terms of 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.
Marco Margiotta, Chief Executive
Officer and Founding Partner of Payfare, commented, "We are pleased
that both Glass Lewis and ISS have endorsed each of the Board's and
the independent Special Committee's unanimous recommendation for
Shareholders to vote "FOR" the Arrangement resolution. These
recommendations underscore the significant value the Arrangement
offers to Payfare shareholders."
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 on 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 holding and timing
of the Meeting, and the influence of the ISS and Glass Lewis
recommendations on the voting on the Arrangement by pension funds,
investment managers, mutual funds, and other
shareholders. 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.
