Nuvei Corporation (TSX:NVEI) has filed and is in the process of mailing a letter and management proxy circular to shareholders in connection with its previously announced transaction to be taken private by Advent International.

The special meeting of shareholders has been called for shareholders of Nuvei to consider, and, if deemed advisable, to pass, with or without variation, a special resolution approving a statutory plan of arrangementinvolving the Company and Neon Maple Purchaser Inc. (the “Purchaser”), a newly-formed entity controlled by Advent, pursuant to the provisions of the Canada Business Corporations Act.

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 held by Philip Fayer, certain investment funds managed by Novacap Management Inc. and Caisse de dépôt et placement du Québec for a price of US$34.00 cash per Share.

Nuvei also announced today that the Superior Court of Québec (Commercial Division) has granted an interim order in connection with the Arrangement, authorizing the calling and holding of the Meeting and other matters relating to the conduct of the Meeting.

The board of directors of Nuvei recommends that shareholders vote FOR the Arrangement Resolution.

To be effective, the Arrangement must be approved by the Arrangement Resolution, passed by: (i) at least 66 2/3% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)); and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting.

The Meeting is scheduled to be held on June 18, 2024 at 10:00 a.m. (Eastern time), in a virtual format. The record date for determining shareholders entitled to receive notice of and vote at the Meeting has been fixed as the close of business on May 9, 2024.