MONTREAL, June 7, 2024
/PRNewswire/ -- Nuvei Corporation ("Nuvei" or the "Company")
(Nasdaq: NVEI) (TSX: NVEI), announced today that it has filed
a second amendment to its previously filed Rule 13e-3 transaction
statement on Schedule 13E-3 (the "Schedule 13E-3") originally filed
with the U.S. Securities and Exchange Commission ("SEC") on
May 14, 2024, as supplemented by an
amendment previously filed by the Company with the SEC on
June 4, 2024. Both amendments to the
Schedule 13E-3 are available without charge on Nuvei's profile on
EDGAR at www.sec.gov, and on its SEDAR+ profile at
www.sedarplus.ca.
No changes have been made to the terms or conditions of the
previously announced going private transaction with Advent
International (the "Transaction"), or the date of the special
meeting of shareholders of Nuvei called to approve the Transaction.
Shareholders are encouraged to vote "FOR" the special resolution
approving the Transaction in advance of the June 14, 2024 at 10:00
a.m. (Eastern time) deadline.
No Offer of Solicitation
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell Subordinate Voting Shares of Nuvei.
The full details of the Transaction are described in the
management information circular (including the related letter of
transmittal and all other offer documents filed by Nuvei with the
SEC), which is available without charge on the SEC's website at
www.sec.gov or on Nuvei's investor relations website at
investors.nuvei.com. Offer documents required to be filed in
Canada are also available without
charge at www.sedarplus.ca. INVESTORS AND SHAREHOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND
OTHER MATERIALS FILED WITH THE SEC, AS THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE CORPORATION, THE TRANSACTION, AND RELATED
MATTERS.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company
accelerating the business of clients around the world. Nuvei's
modular, flexible and scalable technology allows leading companies
to accept next-gen payments, offer all payout options and benefit
from card issuing, banking, risk and fraud management
services. Connecting businesses to their customers in more than 200
markets, with local acquiring in 50 markets, 150 currencies and 700
alternative payment methods, Nuvei provides the technology and
insights for customers and partners to succeed locally and globally
with one integration.
Forward-Looking Information
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "Forward-looking
information") within the meaning of applicable securities laws.
This forward-looking information is identified by the use of terms
and phrases such as "may", "would", "should", "could", "expect",
"intend", "estimate", "anticipate", "plan", "foresee", "believe",
or "continue", the negative of these terms and similar terminology,
including references to assumptions, although not all
forward-looking information contains these terms and phrases.
Particularly, statements regarding the proposed transaction,
including the proposed timing and various steps contemplated in
respect of the transaction, are forward-looking information.
In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information is based on management's beliefs and
assumptions and on information currently available to management,
and although the forward-looking information contained herein is
based upon what we believe are reasonable assumptions, investors
are cautioned against placing undue reliance on this information
since actual results may vary from the forward-looking
information.
Forward-looking information involves known and unknown risks and
uncertainties, many of which are beyond our 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, the risk
factors described in greater detail under "Risk Factors" of the
Company's annual information form filed on March 5, 2024. These risks and uncertainties
further include (but are not limited to) as concerns the
transaction, the failure of the parties to obtain the necessary
shareholder, regulatory and court approvals or to otherwise satisfy
the conditions to the completion of the transaction, failure of the
parties to obtain such approvals or satisfy such conditions in a
timely manner, significant transaction costs or unknown
liabilities, failure to realize the expected benefits of the
transaction, and general economic conditions. Failure to obtain the
necessary shareholder, regulatory and court approvals, or the
failure of the parties to otherwise satisfy the conditions to the
completion of the transaction or to complete the transaction, may
result in the transaction not being completed on the proposed
terms, or at all. In addition, if the transaction is not completed,
and the Company continues as a publicly-traded entity, there are
risks that the announcement of the proposed transaction and the
dedication of substantial resources of the Company to the
completion of the transaction could have an impact on its business
and strategic relationships (including with future and prospective
employees, customers, suppliers and partners), operating results
and activities in general, and could have a material adverse effect
on its current and future operations, financial condition and
prospects. Furthermore, in certain circumstances, the Company may
be required to pay a termination fee pursuant to the terms of the
arrangement agreement entered into in connection with the
Transaction which could have a material adverse effect on its
financial position and results of operations and its ability to
fund growth prospects and current operations.
Consequently, all of the forward-looking information contained
herein is qualified by the foregoing cautionary statements, and
there can be no guarantee that the results or developments that we
anticipate will be realized or, even if substantially realized,
that they will have the expected consequences or effects on our
business, financial condition or results of operation. Unless
otherwise noted or the context otherwise indicates, the
forward-looking information contained herein represents our
expectations as of the date hereof or as of the date it is
otherwise stated to be made, as applicable, and is subject to
change after such date. However, we disclaim any intention or
obligation or undertaking 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:
Investors
Kingsdale Advisors
contactus@kingsdaleadvisors.com
Chris Mammone, Head of Investor
Relations
IR@nuvei.com
Media
Joel Shaffer
FGS Longview
Joel.shaffer@fgslongview.com
NVEI-IR
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SOURCE Nuvei
