- Leading proxy advisor reaffirms its recommendation that
shareholders vote "FOR" the proposed transaction with
Fiserv
- Arrangement provides an attractive premium and provides
superior value to all other prospects including the standalone
plan
- Avoid losing certainty of value by voting your management
proxy in advance of the deadline on February 19, 2025, at 11:00 A.M. EST
- 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. 13,
2025 /CNW/ - Payfare Inc. ("Payfare" or the
"Company") (TSX: PAY) (OTCQX: PYFRF) is pleased to announce
that Institutional Shareholder Services Inc. ("ISS"), a
leading independent proxy advisory firm, has reaffirmed its
recommendation that Payfare Shareholders ("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.
ISS reiterated its position following a press release containing
inaccurate statements and omissions issued by Kingsferry
Capital Management Group Limited ("Kingsferry"), whose
Co-Founder is a former Payfare director. In confirming its
recommendation to vote "FOR" the resolution, ISS found that the
"transaction carries an attractive premium, follows a robust
process, and provides superior value to all other prospects
including the standalone plan", and that "the dissident has not
suggested any alternatives for the company to pursue."[1]
As the Company noted in its press release issued February 12, 2025, the Board of Directors (the
"Board") unanimously recommends that Shareholders vote "FOR"
Fiserv's all-cash offer of CA$4.00 per Share. The offer represents
a premium of approximately 90% to the share price and 92% to the
60-day volume-weighted average price on the TSX prior to the
announcement.
Payfare's Board and a special committee of independent directors
(the "Special Committee") 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.
The Board agrees with ISS that not approving the Arrangement
could jeopardize Shareholders' ability to secure this substantial
premium and the certainty of value it offers against potential
downside factors tied to Payfare achieving its standalone plan.
Payfare thanks shareholders who have already voted their shares
"FOR" the Arrangement, and encourages those who have not yet voted
to act immediately to secure certainty of value.
ACT NOW. VOTE TODAY.
Don't Miss Your Last Chance. The completed management proxy
must be received no later than February 19,
2025, at 11:00 A.M. EST., to
make your vote count.
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 management 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 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.
|
____________________________
|
|
1 Permission to use these quotations
was neither sought nor obtained from ISS.
|
SOURCE Payfare Inc.
