Nuvei Corporation (Nasdaq: NVEI), the Canadian fintech company, and Paya Holdings Inc. (Nasdaq: PAYA), a provider of integrated payment and commerce solutions in the U.S., announced that they have “entered into a definitive agreement whereby Nuvei will acquire Paya in an all-cash transaction at USD $9.75 per share for total consideration of approximately $1.3 billion.”
Philip Fayer, Nuvei’s Chair and Chief Executive Officer, said:
“The proposed acquisition of Paya is a powerful next step in the evolution of Nuvei, creating a preeminent payment technology provider with strong positions in global eCommerce, Integrated Payments and business-to-business (B2B). The proposed transaction will combine two people-first, technology-led, high-growth payment platforms. It will accelerate our integrated payment strategy, diversify our business into key high-growth non-cyclical verticals with large addressable end markets and enhance the execution of our growth plan.”
Jeff Hack, Paya’s Chief Executive Officer, said:
“We are pleased to have reached this transaction with Nuvei, which is a testament to the incredible talent at Paya, and will deliver immediate and significant cash value to Paya shareholders. We continue to see strong momentum in our high-growth and underpenetrated middle market partners in durable end-markets, and believe that Nuvei’s resources will enable us to continue our mission of solving complex business problems with easy-to-use payment solutions.”
Strategic Rationale and Benefits of the Transaction
Enhances Nuvei’s ability “to execute on high-growth integrated payment opportunities.”
Paya’s deep software integrations “with 300+ independent software vendor (ISV) platforms and end-to-end commerce solutions position Nuvei to capitalize on the domestic and global software-led market opportunity.”
Plugs Paya’s highly complementary integrated payment capabilities “into Nuvei’s global technology platform for an enhanced customer proposition and incremental growth opportunities.”
Integrated payments is “the highest-growth card payments distribution channel in the U.S.1 For 2021, roughly 41% of new merchants in the US were signed from the integrated payments channel.”
Diversifies Nuvei’s business “across high-growth, underpenetrated and non-cyclical end markets each with a large estimated total addressable market (TAM).”
As noted in the update, Paya has “a strong footprint in key non-cyclical verticals, including B2B goods and services (estimated $1.2 trillion TAM), healthcare (estimated $235 billion TAM)4, non-profit and education (estimated $145 billion TAM), and government and utilities (estimated $130 billion TAM).”
The transaction has been “unanimously approved by each party’s Board of Directors, and the Board of Directors of Paya intends to recommend the transaction to Paya’s stockholders.”
Pursuant to the terms of the agreement, Nuvei will “commence a tender offer to acquire all outstanding shares of Paya for $9.75 per share in cash (approximately $1.3 billion of enterprise value (“EV”) for Paya).”
The closing of the tender offer will be “subject to certain conditions, including the tender of shares representing at least a majority of the total number of Paya’s outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions.”
Following the successful completion of the tender offer, Nuvei will “acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price.” The transaction is “expected to close by the end of the first quarter of 2023.”
For more details on this update, check here.
