Nuvei to be taken private by Advent International for $34.00 per share

Nuvei 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, being Philip Fayer, certain investment funds managed by Novacap Management and CDPQ, via an all-cash transaction which values Nuvei at an enterprise value of approximately $6.3B. The Company will continue to be based in Montreal. Nuvei’s global reach extends to more than 200 markets across the globe, with local acquiring in 50 markets and connectivity to 680 local and alternative payment methods. In its recent 2023 annual financial statements Nuvei announced that it had processed more than $200B in Total volume, and $1.2B in revenue. Advent is a longstanding investor in the payments space. Nuvei will benefit from the significant resources, operational, and sector expertise, as well as the capacity for investment provided by Advent. Philip Fayer will remain Nuvei’s Chair and CEO and will lead the business in all aspects of its operations. Nuvei’s current leadership team will also continue following the conclusion of the transaction. Advent will acquire all the issued and outstanding subordinate voting shares of Nuvei and any Multiple Voting Shares that are not Rollover Shares. These Subordinate Voting Shares and Multiple Voting Shares will each be acquired for a price of $34.00 per Share, in cash. This price represents a premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq Global Select Market on March 15, 2024, the last trading day prior to media reports concerning a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date. Philip Fayer, Novacap and CDPQ have agreed to roll approximately 95%, 65% and 75%, respectively, of their Shares and are expected to receive in aggregate approximately $560 million in cash for the Shares sold on closing. 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 proposed transaction has the support of each of the holders of Multiple Voting Shares, namely Philip Fayer, Novacap and CDPQ, who collectively represent approximately 92% of the voting power attached to all the Shares. Nuvei’s Board of Directors, after receiving advice from the Company’s financial advisor and outside legal counsel, is unanimously recommending that the Nuvei shareholders vote in favour of the transaction. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors which is comprised solely of independent directors and was formed in connection with the transaction. The Special Committee was advised by independent legal counsel and retained TD Securities as financial advisor and independent valuator.