Nuvei to be taken private by Advent International in $6.3bn deal
Payments firm enters into an arrangement agreement less than four years after going public in Canada as CEO to retain position under new ownership model
Nuvei Corporation has entered into a definitive agreement to move back into private ownership with Advent International less than four years after going public.
The payments giant has agreed a deal with the private equity firm in an all-cash transaction, which pitches the fintech company at an enterprise value of approximately $6.3bn.
The firm’s shareholders will receive $34 per share in cash, which is a premium of around 56% more than Nuvei’s closing price of $21.76 on the Nasdaq Global Select Market on March 15, 2024.
The offer is also 46% more than Nuvei’s 90-day average trading price.
The business’ return to private hands comes after Nuvei went public in Canada in September 2020 and then listed in the US in October 2021.
Advent will acquire all the issued and outstanding subordinate voting shares of Nuvei and any multiple voting shares that have not been rolled over.
The corporation’s current major shareholders – CEO Phillip Fayer, Novacap, and CDPQ – have agreed to roll approximately 95%, 65%, and 75%, respectively, of their shares and are expected to receive around $560m in cash for those shares upon the completion of the firm going private.
The transaction has the support of each of Nuvei’s multiple voting shareholders (Fayer, Novacap, and CDPQ), that represent 92% of the voting power of all shares.
Following the conclusion of the deal, Fayer will continue to lead Nuvei as chair and CEO alongside the existing leadership team, and the firm will remain at its current headquarters in Montreal.
In its most recent annual financial results for 2023, Nuvei announced it had processed more than $200bn in total volume and $1.2bn in revenue.
The firm’s board of directors has unanimously recommended that the company’s shareholders vote in favour of the deal. This recommendation stems from the support of a special committee of the board, which is comprised of independent directors.
Other shareholders in the Montreal-headquartered firm include Blackrock Group, Citadel Securities, and Hollywood actor Ryan Reynolds.
Barclays Capital was Nuvei’s financial advisor for the deal, along with TD Securities, that acted as independent valuator and financial advisor to the special committee.
In a statement, Fayer said: “This transaction marks the beginning of an exciting new chapter for Nuvei, and we are glad to partner with Advent to continue to deliver for our customers and employees and capitalise on the significant opportunities that this investment provides.
“Our strategic initiatives have always focused on accelerating our customers revenue, driving innovation across our technology and developing our people. Bringing in a partner with such extensive experience in the payments sector will continue to support our development.”
Bo Huang, MD at Advent, added: “Nuvei has created a differentiated global payments platform with an innovative product offering that serves attractive payments end markets like global e-commerce, B2B, and embedded payments.
“Our deep expertize and experience in payments give us conviction in the opportunity to support Nuvei as it continues to scale from its base in Canada as a global player in the space.
“We look forward to collaborating closely with Nuvei to capitalize on emerging opportunities to help shape the future of the payments industry.”
The transaction is expected to finalise in late 2024 or Q1 2025, subject to key regulatory approvals and customary closing conditions, which would see Nuvei delist from the Toronto Stock Exchange and Nasdaq.
The deal also includes a customary “fiduciary out” which could see a termination fee of $150m payable by Nuvei should a superior proposal be tabled and accepted, as well as a reverse $250 termination fee payable to Nuvei should the transaction not be completed in certain circumstances.