Canadian payment processing company Nuvei has secured shareholder approval for its $6.3bn acquisition by private equity investor Advent International.
The publicly-listed company’s subordinate voting and multiple voting shareholders cast 99.24% votes supporting the proposed transaction under section 192 of the Canada Business Corporations Act.
Nuvei signed the definitive arrangement agreement with Advent International in April this year.
Under the terms of the deal, Advent International will acquire all the issued and outstanding subordinate voting shares of Nuvei and any multiple voting shares that are not rollover shares for a price of $34 per share in cash.
The consideration represented about 56% premium to the closing price of the subordinate voting shares on the Nasdaq Global Select Market on 15 March 2024 and a premium of nearly 48% to the then 90-day volume weighted average trading price.
Nuvei’s Canadian shareholders Philip Fayer, certain investment funds managed by Novacap Management and Caisse de dépôt et placement du Québec (CDPQ) will roll around 95%, 65% and 75%, respectively, of their shares for $560m in cash.
Upon the completion of the transaction, Philip Fayer, Novacap, and CDPQ are expected to indirectly own or control about 24%, 18% and 12%, respectively, of the equity in the newly formed company.
Following the closing of the deal, Nuvei’s shares will be delisted from each of the Toronto Stock Exchange (TSX) and the Nasdaq and the Canadian fintech will become a private company.
Nuvei will also stop being a reporting issuer in all applicable Canadian jurisdictions and will deregister shares with the US Securities and Exchange Commission (SEC), upon the closing of the transaction.
Subject to other conditions, the deal is expected to be completed in late 2024 or Q1 2025.
