Nuvei Corporation (TSX:NVEI) announces that proxy advisory firm Institutional Shareholder Services (ISS) has recommended that Nuvei shareholders vote FOR the previously announced statutory plan of arrangement involving Nuvei and Neon Maple Purchaser Inc., a newly-formed entity controlled by Advent International.

Pursuant to the arrangement, the purchaser will acquire all the issued and outstanding subordinate voting shares and multiple voting shares of Nuvei that are not Rollover Shares for a price of US$34.00 cash per Share.

The special meeting of shareholders to approve the Arrangement will be held on June 18, 2024 at 10:00 a.m. (Eastern time), in a virtual format.

In making its recommendation that Nuvei shareholders vote FOR the Arrangement, ISS stated:

“The offer represents a meaningful premium to the unaffected price, the sale process (and valuation) appears reasonable in the circumstances, and there are downside risks of non-approval. As such, support for the proposal is warranted.”

“At present, while the company remains a growing business with some promise, there is little available evidence that management will be able to restore the company’s share price to levels seen two or three years ago in short order. Given the size of the premium and share price outperformance since the unaffected date, shareholders should probably not anticipate a sustained soft landing if the deal is rejected. On balance, in light of the foregoing considerations, shareholder support is warranted.”

The board of directors of Nuvei has unanimously concluded (with interested directors abstaining from voting) that the Arrangement is in the best interests of the company and its shareholders and recommends that shareholders vote FOR the special resolution approving the Arrangement. This recommendation follows the unanimous recommendation of a special committee of the Board which is comprised solely of independent directors and was formed in connection with the transaction.