Payfare Enters into Definitive Agreement to be Acquired by Fiserv

Core Viewpoint - Payfare Inc. has entered into a definitive arrangement agreement with 1517452 B.C. Ltd., an affiliate of Fiserv, Inc., for the acquisition of Payfare at a purchase price of CA$4.00 per share, representing a total consideration of approximately CA$201.5 million, subject to shareholder and customary approvals [10][11]. Transaction Details - The purchase price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (TSX) on December 20, 2024, and a premium of approximately 92% to the 60-day volume weighted average trading price as of that date [5][10]. - The transaction is expected to close in the first half of 2025 and is not subject to a financing condition [4][10]. - Upon closing, the shares of Payfare will cease to be listed on the TSX and the OTCQX, and the company will apply to cease being a reporting issuer under Canadian securities laws [4][10]. Board and Advisory Support - The Board of Directors unanimously approved the transaction after receiving a recommendation from a special committee of independent directors [2][11]. - Fairness opinions were provided by Blair Franklin Capital Partners Inc. and Keefe, Bruyette & Woods Inc., concluding that the transaction consideration is fair from a financial perspective [5][17]. - All directors and senior officers have entered into voting support agreements, representing approximately 11.3% of the issued and outstanding shares of the company [5][14]. Approval Process - The transaction requires approval from 66 2/3% of the votes cast by shareholders and a majority of votes from shareholders excluding certain directors and officers, along with court approval [12][16]. - A special meeting of shareholders will be held to consider and vote on the transaction [13][12]. Company Background - Payfare is a leading international Earned Wage Access (EWA) company providing instant access to earnings and digital banking solutions for workforces [20]. - Fiserv, a global leader in payments and financial technology, aims to enhance financial services through innovation and excellence [21].