MONTREAL, April 1,
2024 /CNW/ - This press release is being disseminated
as required by Regulation 62-103 respecting the Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
("Regulation 62-103") by CDPQ in respect of its ownership position
in Nuvei Corporation ("Nuvei" or the "Company") (Nasdaq: NVEI)
(TSX: NVEI).
Nuvei today announced that it has entered into a definitive
arrangement agreement to be taken private by Advent International,
with the support of each of the Company's holders of multiple
voting shares ("Multiple Voting Shares"), being Philip Fayer, certain investment funds managed
by Novacap Management Inc. (collectively, "Novacap") and CDPQ, via
an all-cash transaction which values Nuvei at an enterprise value
of approximately US$6.3 billion (the
"Transaction").
Pursuant to the Transaction, Advent International will acquire
all the issued and outstanding subordinate voting shares of Nuvei
(the "Subordinate Voting Shares") and any Multiple Voting Shares
that are not Rollover Shares (as defined below). These Subordinate
Voting Shares and Multiple Voting Shares (collectively, the
"Shares") will each be acquired for a price of US$34.00 per Share, in cash.
As of this date, CDPQ owns 17,652,159 Multiple Voting Shares,
representing approximately 23.21% of the issued and outstanding
Multiple Voting Shares and 21.42% of the outstanding voting
rights.
Philip Fayer, Novacap and CDPQ
(together with entities they control directly or indirectly,
collectively, the "Rollover Shareholders") have agreed to roll
approximately 95%, 65% and 75%, respectively, of their Shares (the
"Rollover Shares") and are expected to receive in aggregate
approximately US$560 million in cash
for the Shares sold on closing1 Philip
Fayer, Novacap and CDPQ are expected to indirectly own or control
approximately 24%, 18% and 12%, respectively, of the equity in the
resulting private company.
The Transaction will be implemented by way of a statutory plan
of arrangement under the Canada Business Corporations Act.
Implementation of the Transaction will be subject to, among other
things, shareholder approval, court approval and customary closing
conditions, including receipt of key regulatory approvals.
Further to the requirements of Regulation 62-103, CDPQ will file
an early warning report in connection with its participation in the
Transaction as Rollover Shareholder and for which it has entered
into a support and voting agreement pursuant to which it has
agreed, subject to the terms thereof, to support and vote all of
its Shares in favour of the Transaction. A copy of CDPQ's related
early warning report will be filed with the applicable securities
commissions and will be made available on SEDAR+ at
www.sedarplus.ca.
About CDPQ
At CDPQ, we invest constructively to generate sustainable
returns over the long term. As a global investment group managing
funds for public pension and insurance plans, we work alongside our
partners to build enterprises that drive performance and progress.
We are active in the major financial markets, private equity,
infrastructure, real estate and private debt. As at
December 31, 2023, CDPQ's net assets totalled
C$434 billion. For more information, visit cdpq.com,
consult our LinkedIn or Instagram pages, or follow us
on X.
CDPQ is a registered trademark owned by Caisse de dépôt et
placement du Québec and licensed for use by its
subsidiaries.
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1
Percentages and amount of expected cash proceeds are based on
current assumed cash position and are subject to change as a result
of cash generated before closing.
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Kate Monfette,
Media Relations
514 847-5493
medias@cdpq.com
SOURCE CDPQ