Nuvei to aquire Paya Holdings for $9.75 per share in cash, or $1.3B

Nuvei (NVEI) and Paya Holdings (PAYA) announced that they have entered into a definitive agreement whereby Nuvei will acquire Paya in an all-cash transaction at $9.75 per share for total consideration of approximately $1.3B. The transaction has been unanimously approved by each party’s Board of Directors, and the Board of Directors of Paya intends to recommend the transaction to Paya’s stockholders. Pursuant to the terms of the agreement, Nuvei will commence a tender offer to acquire all outstanding shares of Paya for $9.75 per share in cash, approximately $1.3B of enterprise value. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Paya’s outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. Following the successful completion of the tender offer, Nuvei will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The transaction is expected to close by the end of the first quarter of 2023. Nuvei expects to finance the acquisition with a combination of cash on hand, an existing credit facility and a new committed $600M first lien secured credit facility. The proposed transaction is expected to deliver up to $21 million of estimated run-rate cost synergies within 24 months, as well as provide attractive revenue synergy upside potential by bringing Nuvei’s global capabilities as additional offerings to Paya’s partners and customers. The transaction is expected to be accretive to adjusted EPS in 2023. An investment fund affiliated with GTCR LLC has entered into a tender and support agreement pursuant to which it has agreed, among other things, to tender its Paya shares pursuant to the tender offer, subject to certain conditions. This stockholder currently represents approximately 34% of the outstanding shares of Paya’s common stock. The Merger Agreement also includes customary termination provisions for both Nuvei and Paya, and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by Paya to accept and enter into an agreement with respect to a superior proposal, Paya will pay Nuvei a termination fee of approximately $38M.