Fiserv's all-cash offer provides highly
attractive, certain, and immediate value to Payfare
shareholders
Payfare's Board of Directors unanimously
recommends shareholders vote "FOR" the proposed transaction with
Fiserv
Leading proxy advisors ISS and Glass Lewis
have also recommended shareholders vote "FOR" the proposed
transaction with Fiserv
Payfare sets the record straight on inaccurate
statements and omissions by Kingsferry
TORONTO,
Feb. 12,
2025 /PRNewswire/ - Payfare Inc. ("Payfare" or
the "Company") (TSX: PAY) (OTCQX: PYFRF) today reiterated
the unanimous recommendation of its Board of Directors (the
"Board") that shareholders vote "FOR" the proposed
arrangement agreement (the "Arrangement") with Fiserv, Inc.
("Fiserv") (NYSE: FI) and 1517452
B.C. Ltd. (the "Purchaser"), an affiliate of
Fiserv.
The Company noted that:
- Fiserv's all-cash offer of CA$4.00 per share ("Share")
is highly attractive and creates significant value for Payfare
shareholders, reflecting a premium of ~90% to the closing price of
the Shares on the TSX prior to the announcement (the "Unaffected
Price")
- Payfare's highly qualified Board and special committee of
independent directors (the "Special Committee") led a robust
and exhaustive process that resulted in a proposal from Fiserv that
exceeded all other proposals
- Fiserv's offer delivers superior value over all other potential
paths, including Payfare's standalone plan
- Kingsferry Capital Management Group Limited
("Kingsferry") has made numerous misleading assertions and
omissions in its press release issued on February 11, 2025, and has not put forward an
alternative plan or better offer
Highly Attractive and Significant Value for Payfare
Shareholders
Fiserv's all-cash offer of CA$4.00 per Share offers a premium of
~90% to the Unaffected Price and ~92% to the 60-day
volume-weighted average trading price on that date. The
all-cash consideration provides certainty of value and immediate
liquidity to Payfare shareholders at closing, eliminating exposure
to future market volatility. The premium is well above the median
(38.9%), average (45.7%) and 75th percentile (53.8%) premia for
comparable transactions over the past five years.
Comprehensive Board-Led Strategic Review Process
Payfare's Board and Special Committee, with the assistance of
its financial advisor, thoroughly explored and evaluated several
acquisition, commercial partnership, and sale opportunities as part
of a robust strategic review process announced in September 2024. The outcome reflects a
comprehensive, rigorous and competitive negotiation process
conducted at arm's length under the oversight of the Special
Committee, ensuring the best possible outcome for Payfare
shareholders. The Board's effective oversight resulted in a ~14%
increase from Fiserv's indicative value of CA$3.50 per Share to its
final CA$4.00 per Share offer, which exceeded all other
proposals.
Eliminates Risk of Achieving Standalone Plan
Payfare's Board reviewed Fiserv's proposal taking into account
Payfare's financial condition, future prospects, strategic options,
competitive position, and market risks. The Board considered the
risks involved in Payfare achieving its standalone plan, including
its pipeline opportunities and determined that the transaction with
Fiserv provides certainty against potential downside factors tied
to Payfare achieving its standalone plan.
Misleading Claims and Omissions from Kingsferry
The press release issued by Kingsferry, whose Co-Founder,
Hugo Chan, is a former director of
Payfare, contains misleading information and risks depriving
shareholders of the opportunity to realize a significant premium on
their investment. Payfare clarifies:
- Kingsferry publicly announced its support of Payfare's Board
and management following the Company's announcement of its
strategic review, and never raised any concerns or objections
throughout the process
- Payfare's strategic review process incorporated all standalone
prospects including its pipeline, which has not progressed since
the update the Company provided with Q3 2024 results
- Ironically, Mr. Chan, during his time as a Payfare Board
member, voted to approve many of the ordinary course compensation
arrangements for the Company's Board and executives that he now
criticizes, all of which have been publicly disclosed to
investors
- Kingsferry and Mr. Chan have not put forward any alternative
plan or better offer
The Board unanimously believes the Fiserv transaction is in
the best interests of Payfare and is fair to its shareholders, and
strongly recommends shareholders vote in favor of the
Arrangement.
Meeting Upcoming on February
21st
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. EST, 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, please contact Kingsdale Advisors, at
1-866-581-1490 (North
America toll free), text or call 416-623-2513, or
email contactus@kingsdaleadvisors.com.
If you did not receive your voting package or "control number"
with instructions to vote, please reach out to customer support for
the broker you deal with who holds your Shares to obtain it.
The Company's management information circular (the
"Circular") and other meeting materials are available on
SEDAR+ at www.sedarplus.ca under the Company's issuer profile
and on https://corp.payfare.com/investors/.
About Payfare (TSX: PAY, OTCQX: PYFRF)
Payfare is a leading, international Earned Wage Access 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 future trading price
of the Shares, the holding and timing of the Meeting, and the
prospects, strategic alternatives and competitive position of the
Company. 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.
View original
content:https://www.prnewswire.com/news-releases/payfare-reaffirms-its-recommendation-that-shareholders-vote-for-the-transaction-with-fiserv-302374505.html
SOURCE Payfare Inc.
