Nuvei Corporation (TSX:NVEI) has filed and is in the process of sending a management proxy letter and circular to shareholders in connection with its previously announced transaction to be taken private by Advent International.
The special meeting of stockholders has been called for Nuvei stockholders to consider and, if appropriate, approve, with or without amendment, a special resolution approving a draft memorandum of understanding involving the Company and Neon Maple Purchaser Inc. (the “Buyer”), a newly formed entity controlled by Advent under the provisions of the Canada Corporations Act.
Pursuant to the Settlement, Purchaser will acquire all issued and outstanding minority voting shares and multiple voting shares of Nuvei not held by Philip Fayer, certain investment funds managed by Novacap Management Inc. and Caisse de dépôt et placement du Québec for a price of US$34.00 in cash per share.
Nuvei also announced today that the Superior Court of Quebec (Commercial Division) has issued an interim order in connection with the Settlement, authorizing the convening and conduct of the Meeting and other matters relating to the conduct of the Meeting.
Nuvei’s board of directors recommends that stockholders vote FOR the Settlement resolution.
To be effective, the Settlement must be approved by the Settlement Resolution, which is approved by: (i) at least 66 2/3% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares substantially present or represented; by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share entitled to one vote and each Multiple Voting Share entitled to ten votes); (ii) at least a simple majority of the votes cast by holders of Multiple Voting Shares substantially present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares substantially present; or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subsidiary Voting Shares who are actually present or represented by proxy at the Meeting (excluding Voting Class Shares held by Conversion Shareholders and persons who required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares actually present or represented by proxy at the Meeting.
The Meeting is scheduled to take place on June 18, 2024 at 10:00 AM. (Eastern Time), in virtual form. The record date for the determination of stockholders entitled to receive notice of and to vote at the Meeting has been set as the close of business on May 9, 2024.