Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Merger Sub has agreed to commence a tender offer (the
"Offer"), to purchase all of the shares of common stock, par value
The Offer will initially remain open for a minimum of 20 business days from the date of commencement of the Offer. If at the scheduled expiration time of the Offer any condition to the Offer (other than the Minimum Condition, the Termination Condition (each, as defined below) and any conditions that by their nature are to be satisfied at the expiration of the Offer, irrespective of if such conditions are satisfied) has not been satisfied and has not been waived by Parent or Merger Sub (to the extent permitted by the Merger Agreement), Merger Sub will, and Parent will cause Merger Sub to, extend the Offer in accordance with the terms of the Merger Agreement to permit the satisfaction of all Offer conditions. The obligation of Merger Sub to consummate the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) there being validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its affiliates, represent at least one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the "Minimum Condition"), (ii) any waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or otherwise been terminated, (iii) the absence of any law or order by any governmental authority of competent jurisdiction prohibiting, restricting, enjoining or otherwise making illegal the consummation of the Offer or the Merger, (iv) the Merger Agreement not having been terminated in accordance with its terms (the "Termination Condition") and (v) other customary conditions set forth in Annex I to the Merger Agreement. The Minimum Condition and the Termination Condition may not be waived by Parent or Merger Sub without the prior written consent of the Company.
Following the consummation of the Offer, subject to the terms and conditions of
the Merger Agreement and in accordance with Section 251(h) of the General
Corporation Law of the
The portion of each of the Company's stock options (the "Options") that is outstanding and vested as of immediately prior to the Effective Time and that has an exercise price less than the Offer Price will be cancelled and converted into the right to receive a lump sum cash payment, without interest, in an amount equal to the product of (i) the total number of Shares subject to such vested Option, multiplied by (ii) the excess of (a) the Offer Price over (b) the exercise price per Share under such Option. The portion of each Option that is outstanding and unvested as of immediately prior to the Effective Time and that has an exercise price less than the Offer Price will be converted into an option (a "Parent Option") to purchase a number of subordinate voting shares of Parent ("Parent Shares") equal to the product (rounded down to the nearest share) of (x) the number of Shares subject to such unvested Option multiplied by (y) the exchange ratio (which is based on the ratio of the Offer Price to the trading price of Parent Shares), with an exercise price per Parent Share (rounded up to the nearest cent) equal to the per Share exercise price under the unvested Option prior to the Effective Time divided by the exchange ratio. Each Parent Option will be subject to terms and conditions (including the same vesting and exercisability terms) that are no less favorable than those that applied to the unvested Option immediately prior to the Effective Time. Each Option, whether vested or unvested, that has an exercise price per Share that is equal to or greater than the Offer Price will be canceled for no consideration.
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The portion of each of the Company's restricted stock unit awards (the "RSUs") that is outstanding and vested as of immediately prior to the Effective Time (including any RSUs held by a non-employee director of the Company that vest pursuant to their terms), will be cancelled and converted into the right to receive a lump sum cash payment, without interest, in an amount equal to (i) the total number of Shares issuable in settlement of such vested RSUs as of immediately prior to the Effective Time multiplied by (ii) the Offer Price (plus the value of any accrued but unpaid dividend equivalent rights relating to such vested RSUs). Any RSUs that are outstanding and unvested as of immediately prior to the Effective Time will be converted into a restricted stock unit award (the "Parent RSUs") with respect to a number of Parent Shares equal to the product of (x) the number of Shares underlying such unvested RSUs as of immediately prior to the Effective Time multiplied by (y) the exchange ratio. The Parent RSUs will be subject to terms and conditions (including the same vesting terms) that are no less favorable than those that applied to the unvested RSUs immediately prior to the Effective Time.
The Merger Agreement includes representations, warranties and covenants of the Company, Parent and Merger Sub customary for a transaction of this nature. The Company will also use reasonable best efforts to conduct its business in all material respects in accordance with applicable law and in all material respects in the ordinary course of business prior to the Effective Time.
The Company has agreed to customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. Notwithstanding these restrictions, the Company may, under certain . . .
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in all respects by reference to the Termination Agreement, which is attached as Exhibit 10.2 hereto and incorporated by reference herein.
Item 8.01 Other Events.
On
Additional Information and Where to Find It
The Offer referenced in this filing has not yet commenced. This filing is for
information purposes only and is neither an offer to buy nor a solicitation of
an offer to sell any securities of the Company, nor is it a substitute for the
Offer materials that Merger Sub will file with the
Stockholders and Investors are strongly advised to read these documents when
they become available, including the Solicitation/Recommendation Statement of
the Company on Schedule 14D-9 and any amendments or supplements thereto, as well
as any other documents relating to the Offer and the Merger that are filed with
the
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Once filed, investors will be able to obtain the tender offer statement on
Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of
the Company on Schedule 14D-9 and related offer materials with respect to the
Offer and the Merger, free of charge at the
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this
document, other than purely historical information, including statements
relating to the acquisition of the Company by Parent and any statements relating
to the Company's business and expected operating results, and the assumptions
upon which those statements are based, are "forward-looking statements." These
forward-looking statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions, and include
words such as "believes," "plans," "anticipates," "projects," "estimates,"
"expects," "intends," "strategy," "future," "opportunity," "may," "will,"
"should," "could," "potential," or similar expressions. Forward-looking
statements are based on management's current expectations and beliefs, as well
as a number of assumptions, estimates and projections concerning future events
and do not constitute guarantees of future performance. These statements are
subject to risks, uncertainties, changes in circumstances, assumptions and other
important factors, many of which are outside management's control, that could
cause actual results to differ materially from the results discussed in the
forward-looking statements. Such forward-looking statements include those
relating to the ability to complete and the timing of completion of the
transactions contemplated by the Merger Agreement including the parties' ability
to satisfy the conditions to the consummation of the Offer and the other
conditions set forth in the Merger Agreement and the possibility of any
termination of the Merger Agreement. Actual results may differ materially from
current expectations because of numerous risks and uncertainties including,
among others: (i) the risk that the proposed transaction may not be completed in
a timely manner or at all; (ii) uncertainty surrounding the number of shares of
the Company's common stock that will be tendered in the Offer; (iii) the risk of
legal proceedings that may be instituted related to the Merger Agreement, which
may result in significant costs of defense, indemnification and liability; (iv)
the possibility that competing offers or acquisition proposals for the Company
will be made; (v) the possibility any or all of the that various conditions to
the consummation of the Offer or the Merger may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the Offer or the Merger; (vi) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; and (vii) the effects of disruption from the
transactions of the Company's business and the fact that the announcement and
pendency of the transactions may make it more difficult to establish or maintain
relationships with employees and business partners. The risks and uncertainties
may be impacted by the COVID-19 pandemic (including supply chain constraints,
labor shortages and inflationary pressure). The foregoing factors should be read
in conjunction with the risks and cautionary statements discussed or identified
in the Company's public filings with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 8, 2023 , by and among Nuvei Corporation,Pinnacle Merger Sub, Inc. andPaya Holdings Inc. 10.1 Tender and Support Agreement, dated as ofJanuary 8, 2023 , by and among Nuvei Corporation,Paya Holdings Inc. andGTCR Ultra-Holdings, LLC . 10.2 Termination Agreement, dated as ofJanuary 8, 2023 , by and betweenPaya Holdings Inc. andGTCR Ultra-Holdings, LLC . 99.1 Joint Press Release of Nuvei Corporation andPaya Holdings Inc. , datedJanuary 9, 2023 . 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
agrees to furnish supplementally a copy of any omitted schedule to the
request. 5
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