The proposed acquisition, which is expected to close by the end of the first quarter of 2023, will create a large payment technology provider with strong positions in global e-commerce, integrated payments and B2B
Nuvei agrees to acquire Paya. (Credit: Towfiqu barbhuiya on Unsplash)
Canadian fintech Nuvei has reached a definitive agreement to acquire the US-based integrated payment and commerce solutions provider Paya in an all-cash deal worth about $1.3bn.
Under the terms of the agreement, Nuvei will start a tender offer to purchase all the outstanding shares of Paya for $9.75 per share in cash.
The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close by the end of the first quarter of 2023.
The closing of the tender offer is subject to certain conditions, including the tender of the majority of Paya’s outstanding shares, the expiration of the waiting period, and other customary conditions.
Upon 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.
Paya chief executive officer Jeff Hack 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.”
Nuvei intends to finance the transaction with a combination of cash on hand, an existing credit facility and a new committed $600m first lien secured credit facility.
The company said that the acquisition of Paya will enhance its ability to execute high-growth integrated payment opportunities.
It will diversify its business across high-growth, underpenetrated and non-cyclical end markets each with a large estimated total addressable market.
In addition, it will expand Nuvei’s capabilities into large and growing B2B, amplifies its existing growth strategy, and reinforces its financial profile.
Barclays Capital is serving as the lead financial advisor, while BMO Capital Markets, RBC Capital Markets and Evercore Group offered financial advice, and Davis Polk & Wardwell and Stikeman Elliott served as legal advisors to Nuvei.
JP Morgan Securities and Raymond James & Associates served as financial advisors and Kirkland & Ellis as legal advisor to Paya.
Nuvei chair and chief executive officer Philip Fayer 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.”