Nuvei Corporation (TSX:NVEI) announces that its proxy advisory firm, Institutional Shareholder Services (ISS) has recommended that Nuvei shareholders vote FOR the previously announced draft agreement involving Nuvei and Neon Maple Purchaser Inc., a newly formed entity controlled by Advent International.
Pursuant to the agreement, the buyer will acquire all of Nuvei’s issued and outstanding reduced voting shares and multiple voting shares that are not Rollover shares at a price of US$34.00 in cash per share.
The extraordinary meeting of shareholders to approve the Settlement will be held on June 18, 2024 at 10:00 a.m. (Eastern time) in virtual format.
In recommending that Nuvei shareholders vote FOR the Settlement, ISS said:
“The offer represents a significant premium to the unaffected price, the sale process (and valuation) appears reasonable under the circumstances and there are downside risks of non-approval. Support for the proposal is therefore warranted.”
“For now, while the company remains a growth business with some promise, there is little evidence available that management will be able to restore the company’s share price to the levels seen two or three years ago in a short period of time. Given the size of the premium and the stock’s year-to-date outperformance, shareholders probably shouldn’t expect a steady soft landing if the deal is rejected. Overall, in light of the above, shareholder support is warranted.”
Nuvei’s board of directors has unanimously concluded (with the directors concerned abstaining from voting) that the Settlement is in the best interests of the company and its stockholders and recommends that stockholders vote FOR the special resolution approving the Settlement. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors, which consists exclusively of independent directors and was established in connection with the transaction.