Nuvei enters into agreement to be taken private

This press release is being disseminated as required by Regulation 62‑103 respecting the Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“Regulation 62‑103”) by CDPQ in respect of its ownership position in Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI).

Nuvei today announced that it has entered into a definitive arrangement agreement to be taken private by Advent International, with the support of each of the Company’s holders of multiple voting shares (“Multiple Voting Shares”), being Philip Fayer, certain investment funds managed by Novacap Management Inc. (collectively, “Novacap”) and CDPQ, via an all-cash transaction which values Nuvei at an enterprise value of approximately US$6.3 billion (the “Transaction”).

Pursuant to the Transaction, Advent International will acquire all the issued and outstanding subordinate voting shares of Nuvei (the “Subordinate Voting Shares”) and any Multiple Voting Shares that are not Rollover Shares (as defined below). These Subordinate Voting Shares and Multiple Voting Shares (collectively, the “Shares”) will each be acquired for a price of US$34.00 per Share, in cash.

As of this date, CDPQ owns 17,652,159 Multiple Voting Shares, representing approximately 23.21% of the issued and outstanding Multiple Voting Shares and 21.42% of the outstanding voting rights.

Philip Fayer, Novacap and CDPQ (together with entities they control directly or indirectly, collectively, the “Rollover Shareholders”) have agreed to roll approximately 95%, 65% and 75%, respectively, of their Shares (the “Rollover Shares”) and are expected to receive in aggregate approximately US$560 million in cash for the Shares sold on closing¹. Philip Fayer, Novacap and CDPQ are expected to indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company.  

The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. Implementation of the Transaction will be subject to, among other things, shareholder approval, court approval and customary closing conditions, including receipt of key regulatory approvals.

Further to the requirements of Regulation 62‑103, CDPQ will file an early warning report in connection with its participation in the Transaction as Rollover Shareholder and for which it has entered into a support and voting agreement pursuant to which it has agreed, subject to the terms thereof, to support and vote all of its Shares in favour of the Transaction. A copy of CDPQ’s related early warning report will be filed with the applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.ca. 

¹ Percentages and amount of expected cash proceeds are based on current assumed cash position and are subject to change as a result of cash generated before closing.