Simplify, accelerate, and secure your payments with the power of Canada Bank Transfer
Enjoy effortless and rapid transactions online or via phone, with instant payment options for quick fund movement. With robust security and customizable fraud prevention, our reliable solutions offer comprehensive, transparent reporting for your convenience.
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Supercharge your business by easily integrating Interac into your payment system. Experience lightning-fast payments through direct account-to-account transfers.
Join forces with the robust interbank network of Canadian financial institutions, processing billions of transactions annually.
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Interac solutions seamlessly power transactions across the nation's leading financial institutions and are universally accepted at over half a million locations
Move funds quickly with faster and instant payment options
Cost-effective alternative to credit cards
Unify features through a single integration
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Discover Instant Bank Transfer (IBT), your ultimate solution for secure and seamless payment verification in Canada.
IBT streamlines deposit and withdrawal processes while ensuring top-notch identity verification. Trust in IBT's cutting-edge risk management technology to safeguard your transactions and provide a hassle-free experience.
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Simplify, accelerate, and secure your payments with the power of UK Bank Transfer
Enjoy effortless and rapid transactions online or via phone, with instant payment options for quick fund movement. With robust security and customizable fraud prevention, our reliable solutions offer comprehensive, transparent reporting for your convenience.
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Experience instant money transfers, bypass card network limitations, and harness the power of trusted banking connections.
Save time and money with processing through the Faster Payments network while offering a reliable and affordable alternative to credit cards.
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Cost-effective alternative to credit cards
Unify features through a single integration
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Enjoy secure, hassle-free payments directly from your bank account with Pay with Bank transfer, powered by American Express but accessible to all.
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Broadly accepted, not limited to AMEX, for UK bank users
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Customers and businesses can make and receive payments instantly, in a matter of seconds.
Benefit from enhanced conversion rates, an improved user path offering a smooth, and mobile-centric customer journey.
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Simplify, accelerate, and secure your payments with EU Bank Transfer
Enjoy effortless and rapid transactions online or via phone, with instant payment options for quick fund movement. With robust security and customizable fraud prevention, our reliable solutions offer comprehensive, transparent reporting for your convenience.
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SEPA (Single Euro Payments Area) transforms E.U. cashless transactions, offering rapid euro transfers, 24/7, and near-instant processing for all participants.
With a single integration, supercharge your operations, fulfill orders faster, and boost cash flow with lightning-fast, real-time payments. Providing customers with unparalleled convenience, no matter where they are.
Instant payments are the closest substitute to cash: the transfer of money is immediate
24/7/365 accessibility for uninterrupted financial transactions
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Reduce payment processing costs by cutting out fees from card schemes
Enjoy higher transaction limits, up to €100,000
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Customers and businesses can make and receive payments in a matter of seconds using their trusted bank relationships.
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Consumers and merchants can pay and get paid instantly, within seconds
Higher conversion rates, a better user journey providing a seamless, customer experience
Reduce payment processing costs by cutting out fees from card schemes
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Protect your customers' data and prevent fraud. Say goodbye to chargebacks with our guaranteed solution.
Consumers and merchants can pay and get paid instantly, within seconds
Simplify, accelerate, and secure your payments with U.S. Bank Transfer
Enjoy effortless transactions, instant payment options, and transparent reporting. Protect your business with our Assured Funds guarantee.
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Empower your customers with a cost-effective, convenient payment solution. Debit funds directly from bank accounts for single or repeat transactions.
Save time and money with processing via Automated Clearing House (ACH), Real-time Payments (RTP®), and FedNow.
Simplify payments for clients with a seamless checkout
Streamline banking information entry - no physical card is needed
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Process one-time or recurring transactions effortlessly
Economical alternative to credit and debit cards
Protection for your business, guaranteed
Mitigate payment risks effectively with Nuvei's Assured Funds, an insurance solution designed to protect businesses from potential losses caused by unauthorized, returned payments.
Assured Essential
Ensures protection against unpaid transactions and fraud. We assume the risk and handle collections, letting you focus on business.
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Guarantees funds on all returns, including unauthorized returns. Rapid merchant funding accelerates settlement and payment.
Instantly validate accounts for secure, timely payments
Prevent fraud and reduce returns with smart approval logic. We offer three validation levels for your unique business needs.
Basic
Enhanced security, real-time validation, and commercially reasonable bank account validation.
Enhanced
Powerful add-on that offers a deeper level of validation and greater fraud prevention.
Premier
Reduces administrative and NSF returns by providing the latest status of customer bank accounts.
Process paper checks electronically
Check 21+ is a cutting-edge payment solution that allows merchants to process paper checks electronically.
With this innovative technology, merchants can say goodbye to time-consuming trips to the bank and hello to faster, safer processing.
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Retrieve payments quickly with electronic deposits
MONTREAL, November 13, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI)(TSX: NVEI), the Canadian fintech company, announced today that it has received all regulatory approvals required in connection with the closing of the previously-announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) involving the Company and Neon Maple Purchaser Inc., an entity formed by Advent International, with the support and participation of Philip Fayer, certain investment funds managed by Novacap Management Inc. and CDPQ. The Company expects that, subject to the satisfaction at closing of the remaining closing conditions, the Arrangement will be completed on or about November 15, 2024.
The Arrangement was approved by Nuvei shareholders at a special meeting of shareholders held on June 18, 2024, and the Company obtained a final order from the Superior Court of Québec (Commercial Division) approving the Arrangement on June 20, 2024.
Further details regarding the Arrangement are provided in the management information circular of the Company dated May 13, 2024, which was mailed to Nuvei shareholders in connection with the Arrangement, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei's modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 720 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws. This Forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all Forward-looking information contains these terms and phrases. Particularly, statements regarding the Arrangement, including the proposed timing of completion of the Arrangement, are Forward-looking information.
In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain Forward-looking information. Statements containing Forward looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.
Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, and although the Forward-looking information contained herein is based upon what management believes are reasonable assumptions, readers are cautioned against placing undue reliance on this information since actual results may vary from the Forward-looking information.
Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such Forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under the heading “Risk Factors” in the Company's annual information form filed on March 5, 2024, and under the heading “Risk Factors” in the Company's management's discussion and analysis for the nine months ended September 30, 2024. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to satisfy the remaining conditions to the completion of the Arrangement or satisfy such conditions in a timely manner, significant transaction costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions. Failure to satisfy the remaining conditions to the completion of the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Company may be required to pay a termination fee to the purchaser pursuant to the terms of the arrangement agreement governing the Arrangement, which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
Consequently, all of the Forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that management anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the Forward-looking information contained herein represents the Company’s expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or amend such Forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
MONTREAL, NOVEMBER 12, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today reported its financial results for the three and nine months ended September 30, 2024.
“We are pleased to report third quarter financial results that underscore the rapid scaling of our business, with total volume increasing 27% and revenue higher by 17% year-over-year, setting us up well to achieve our targeted growth in the quarters and years ahead as we deliver more differentiated value across our global payment solutions platform,” said Philip Fayer, Nuvei Chair and CEO. “Our business remains highly profitable, with third quarter margins reflecting opportunistic investments to expand our global footprint. As we look to finalize our pending take-private, we are already executing on a highly compelling value creation plan, and we have initiated the process of adding 300-plus new roles across our product, technology, and commercial teams,” concluded Fayer.
Financial Highlights for the Three Months Ended September 30, 2024 Compared to 2023:
Total volume(a) increased by 27% to $61.3 billion from $48.2 billion;
Revenue increased by 17% to $357.6 million from $304.9 million;
Net income increased to $17.2 million from a net loss of $18.1 million;
Adjusted EBITDA(b) decreased by 2% to $108.8 million from $110.7 million;
Adjusted net income(b) decreased by 8% to $52.3 million from $56.8 million;
Net income per diluted share increased to $0.10 from a net loss per diluted share of $0.14;
Adjusted net income per diluted share(b) decreased by 13% to $0.34 from $0.39;
Adjusted EBITDA less capital expenditures(b) decreased to $92.6 million from $97.5 million.
Financial Highlights for the Nine Months Ended September 30, 2024 Compared to 2023:
Total volume(a) increased by 30% to $183.1 billion from $141.2 billion;
Revenue increased 20% to $1,038.2 million from $868.4 million;
Net income increased to $17.8 million from a net loss of $14.8 million;
Adjusted EBITDA(b) increased by 7% to $340.4 million from $317.3 million;
Adjusted net income(b) decreased by 1% to $177.4 million from $179.3 million;
Net income per diluted share increased to $0.08 from a net loss per diluted share of $0.14;
Adjusted net income per diluted share(b) decreased by 4% to $1.16 from $1.21;
Adjusted EBITDA less capital expenditures(b)increased by 4% to $288.0 million from $277.0 million; and,
Cash dividends declared were $42.3 million.
(a) Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”.
(b) Adjusted EBITDA, Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA less capital expenditures are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.
Proposed take private transaction
As previously announced, on April 1, 2024 the Company entered into a definitive arrangement agreement to be taken private by Advent International (“Advent”), one of the world’s largest and most experienced global private equity investors, as well as a longstanding sponsor in the payments space, alongside existing Canadian shareholders Philip Fayer, certain investment funds managed by Novacap Management Inc. and Caisse de dépôt et placement du Québec, in an all-cash transaction which values the Company at an enterprise value of approximately $6.3 billion (the “Proposed transaction”). Advent will acquire all the issued and outstanding Subordinate Voting Shares and any Multiple Voting Shares (collectively the “Shares”) that are not Rollover Shares , for a price of $34.00 per Share, in cash. This price represents an attractive and significant premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq Global Select Market (“Nasdaq”) 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.
The Proposed transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. The Proposed transaction was approved by shareholders at a special meeting held on June 18, 2024 and received court approval on June 20, 2024. The Proposed transaction remains subject to customary closing conditions, including receipt of key regulatory approvals (a majority of which were received and/or for which the waiting period has expired as of the date hereof, with a limited number of approvals remaining outstanding), is not subject to any financing condition and, assuming the timely receipt of all required key regulatory approvals, is expected to close in the fourth quarter of 2024.
Following completion of the transaction, it is expected that the Subordinate Voting Shares will be delisted from each of the Toronto Stock Exchange and the Nasdaq and that Nuvei will cease to be a reporting issuer in all applicable Canadian jurisdictions and will deregister the Subordinate Voting Shares with the U.S. Securities and Exchange Commission (the “SEC”).
Cash Dividend
Nuvei today announced that its Board of Directors has authorized and declared a cash dividend of $0.10 per Subordinate Voting Share and Multiple Voting Share, payable on December 12, 2024 to shareholders of record on November 26, 2024. The aggregate amount of the dividend is expected to be approximately $14 million, to be funded from the Company’s existing cash on hand. In accordance with the Plan of arrangement, shareholders are entitled to dividends with a record date prior to the effective date of the Proposed transaction. Should the Proposed transaction be completed before the record date, the dividend will not be paid. Accordingly, payment of the dividend will be made on December 12, 2024 if the Proposed transaction is not completed prior to the record date of November 26, 2024.
The Company, for the purposes of the Income Tax Act (Canada) and any similar provincial or territorial legislation, designates the dividend declared for the quarter ended September 30, 2024, and any future dividends, to be eligible dividends. The Company further expects to report such dividends as a dividend to U.S. shareholders for U.S. federal income tax purposes. Subject to applicable limitations, dividends paid to certain non-corporate U.S. shareholders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains. A U.S. shareholder should talk to its advisor regarding such dividends, including with respect to the “extraordinary dividend” provisions of the Internal Revenue Code (US).
The declaration, timing, amount and payment of future dividends remain at the discretion of the Board of Directors, as more fully described under the heading “Forward-Looking Information” of this press release.
Conference Call, Financial Outlook and Growth Targets
In light of the Proposed transaction, Nuvei no longer holds earnings conference calls or provides a financial outlook or growth targets.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 720 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
Nuvei’s condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting, as issued by the IASB. The information presented in this press release includes non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures, namely Adjusted EBITDA, Adjusted net income, Adjusted net income per basic share, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures and Total volume. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from our perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial statements reported under IFRS. These measures are used to provide investors with additional insight of our operating performance and thus highlight trends in Nuvei’s business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. We also use these measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We believe these measures are important additional measures of our performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance.
Non-IFRS Financial Measures
Adjusted EBITDA: We use Adjusted EBITDA as a means to evaluate operating performance, by eliminating the impact of non-operational or non-cash items. Adjusted EBITDA is defined as net income (loss) before finance costs (recovery), finance income, depreciation and amortization, income tax expense, acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, and legal settlement and other.
Adjusted EBITDA less capital expenditures: We use Adjusted EBITDA less capital expenditures (which we define as acquisition of intangible assets and property and equipment) as a supplementary indicator of our operating performance.
Adjusted net income: We use Adjusted net income as an indicator of business performance and profitability with our current tax and capital structure. Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and preferred shares, change in fair value of share repurchase liability and accelerated amortization of deferred financing fees and legal settlement and other.
Non-IFRS Financial Ratios
Adjusted net income per basic share and per diluted share: We use Adjusted net income per basic share and per diluted share as an indicator of performance and profitability of our business on a per share basis. Adjusted net income per basic share and per diluted share means Adjusted net income less net income attributable to non-controlling interest divided by the basic and diluted weighted average number of common shares outstanding for the period, respectively. The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.
Supplementary Financial Measures
We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.
Total volume: We believe Total volume is an indicator of performance of our business. Total volume and similar measures are used widely among others in the payments industry as a means of evaluating a company’s performance. We define Total volume as the total dollar value of transactions processed in the period by customers under contractual agreement with us. Total volume does not represent revenue earned by us. Total volume includes acquiring volume, where we are in the flow of funds in the settlement transaction cycle, gateway/technology volume, where we provide our gateway/technology services but are not in the flow of funds in the settlement transaction cycle, as well as the total dollar value of transactions processed relating to APMs and payouts. Since our revenue is primarily sales volume and transaction-based, generated from merchants’ daily sales and through various fees for value-added services provided to our customers, fluctuations in Total volume will generally impact our revenue.
Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information may include, without limitation, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate, expectations regarding industry trends and the size and growth rates of addressable markets, our business plans and growth strategies, addressable market opportunity for our solutions, expectations regarding growth and cross-selling opportunities and intention to capture an increasing share of addressable markets, the costs and success of our sales and marketing efforts, intentions to expand existing relationships, further penetrate verticals, enter new geographical markets, expand into and further increase penetration of international markets, intentions to selectively pursue and successfully integrate acquisitions, and expected acquisition outcomes, cost savings, synergies and benefits, including with respect to the acquisition of Paya, future investments in our business and anticipated capital expenditures, our intention to continuously innovate, differentiate and enhance our platform and solutions, expected pace of ongoing legislation of regulated activities and industries, our competitive strengths and competitive position in our industry, and expectations regarding our revenue, revenue mix and the revenue generation potential of our solutions and expectations regarding our margins and future profitability, as well as statements regarding the Proposed transaction with Advent International L.P., alongside existing Canadian shareholders Philip Fayer, certain investment funds managed by Novacap Management Inc., and Caisse de dépôt et placement du Québec, including the proposed timing and various steps contemplated in respect of the transaction and statements regarding the plans, objectives, and intentions of Philip Fayer, certain investment funds managed by Novacap Management Inc., Caisse de dépôt et placement du Québec or Advent, are forward-looking information. Economic and geopolitical uncertainties, including regional conflicts and wars, including potential impacts of sanctions, may also heighten the impact of certain factors described herein.
In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.
Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, regarding, among other things, assumptions regarding foreign exchange rate, competition, political environment and economic performance of each region where the Company operates and general economic conditions and the competitive environment within our industry, including the following assumptions: (a) the Company will continue to effectively execute against its key strategic growth priorities, without any material adverse impact from macroeconomic or geopolitical headwinds on its or its customers' business, financial condition, financial performance, liquidity or any significant reduction in demand for its products and services, (b) the economic conditions in our core markets, geographies and verticals, including resulting consumer spending and employment, remaining at close to current levels, (c) assumptions as to foreign exchange rates and interest rates, including inflation, (d) the Company's continued ability to manage its growth effectively, (e) the Company's ability to continue to attract and retain key talent and personnel required to achieve its plans and strategies, including sales, marketing, support and product and technology operations, in each case both domestically and internationally, (f) the Company’s ability to successfully identify, complete, integrate and realize the expected benefits of past and recent acquisitions and manage the associated risks, as well as future acquisitions, (g) the absence of adverse changes in legislative or regulatory matters, (h) the Company’s continued ability to upskill and modify its compliance capabilities as regulations change or as the Company enters new markets or offers new products or services, (i) the Company’s continued ability to access liquidity and capital resources, including its ability to secure debt or equity financing on satisfactory terms, and (j) the absence of adverse changes in current tax laws. Unless otherwise indicated, forward-looking information does not give effect to the potential impact of any mergers, acquisitions, divestitures or business combinations that may be announced or closed after the date hereof. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.
Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company's annual information form ("AIF") and the “Risk Factor’s” in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2024 (“MD&A”), such as: risks relating to our business, industry and overall economic uncertainty; the rapid developments and change in our industry; substantial competition both within our industry and from other payments providers; challenges implementing our growth strategy; challenges to expand our product portfolio and market reach; changes in foreign currency exchange rates, interest rates, consumer spending and other macroeconomic factors affecting our customers and our results of operations; challenges in expanding into new geographic regions internationally and continuing our growth within our markets; challenges in retaining existing customers, increasing sales to existing customers and attracting new customers; reliance on third-party partners to distribute some of our products and services; risks associated with future acquisitions, partnerships or joint-ventures; challenges related to economic and political conditions, business cycles and credit risks of our customers, such as wars like the Russia-Ukraine and Middle East conflicts and related economic sanctions; the occurrence of a natural disaster, a widespread health epidemic or pandemic or other similar events; history of net losses and additional significant investments in our business; our level of indebtedness; challenges to secure financing on favorable terms or at all; difficulty to maintain the same rate of revenue growth as our business matures and to evaluate our future prospects; inflation; challenges related to a significant number of our customers being small and medium businesses ("SMBs"); a certain degree of concentration in our customer base and customer sectors; compliance with the requirements of payment networks; reliance on, and compliance with, the requirements of acquiring banks and payment networks; challenges related to the reimbursement of chargebacks from our customers; financial liability related to the inability of our customers (merchants) to fulfill their requirements; our bank accounts being located in multiple territories and relying on banking partners to maintain those accounts; decline in the use of electronic payment methods; loss of key personnel or difficulties hiring qualified personnel; deterioration in relationships with our employees; impairment of a significant portion of intangible assets and goodwill; increasing fees from payment networks; misappropriation of end-user transaction funds by our employees; frauds by customers, their customers or others; coverage of our insurance policies; the degree of effectiveness of our risk management policies and procedures in mitigating our risk exposure; the integration of a variety of operating systems, software, hardware, web browsers and networks in our services; the costs and effects of pending and future litigation; various claims such as wrongful hiring of an employee from a competitor, wrongful use of confidential information of third parties by our employees, consultants or independent contractors or wrongful use of trade secrets by our employees of their former employers; deterioration in the quality of the products and services offered; managing our growth effectively; challenges from seasonal fluctuations on our operating results; changes in accounting standards; estimates and assumptions in the application of accounting policies; risks associated with less than full control rights of some of our subsidiaries and investments; challenges related to our holding company structure; impacts of climate change; development of AI and its integration in our operations, as well as risks relating to intellectual property and technology, risks related to data security incidents, including cyber-attacks, computer viruses, or otherwise which may result in a disruption of services or liability exposure; challenges regarding regulatory compliance in the jurisdictions in which we operate, due to complex, conflicting and evolving local laws and regulations and legal proceedings and risks relating to our Subordinate Voting Shares. [These risks and uncertainties further include (but are not limited to) as concerns the Proposed transaction with Advent, the failure of the parties to obtain the necessary regulatory approvals or to otherwise satisfy the conditions to the completion of the transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant transaction costs or unknown liabilities, failure to realize the expected benefits of the transaction, and general economic conditions. Failure to obtain the necessary regulatory approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all.] In addition, if the transaction is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Company may be required to pay a termination fee pursuant to the terms of the arrangement agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
Our dividend policy is at the discretion of the Board. Any future determination to declare cash dividends on our securities will be made at the discretion of our Board, subject to applicable Canadian laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions (including covenants contained in our credit facilities), general business conditions and other factors that our Board may deem relevant. Further, our ability to pay dividends, as well as make share repurchases, will be subject to applicable laws and contractual restrictions contained in the instruments governing our indebtedness, including our credit facility. Any of the foregoing may have the result of restricting future dividends or share repurchases.
Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
(i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities, including the expenses related to the Proposed transaction. For the three months and nine months ended September 30, 2024, these expenses were $2.4 million and $16.8 million ($3.4 million and $23.0 million for the three months and nine months ended September 30, 2023). These costs are presented in the professional fees line item of selling, general and administrative expenses.
(ii) acquisition-related compensation was $0.7 million and $2.4 million for the three months and nine months ended September 30, 2024 and $0.6 million and $3.5 million for the three months and nine months ended September 30, 2023. These costs are presented in the employee compensation line item of selling, general and administrative expenses.
(iii) change in deferred purchase consideration for previously acquired businesses. No amount was recognized for the three months and nine months ended September 30, 2024 and 2023. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.
(iv) severance and integration expenses, which were $4.6 million and $5.1 million for the three months and nine months ended September 30, 2024 ($1.1 million and $10.6 million for three months and nine months ended September 30, 2023). These expenses are presented in selling, general and administrative expenses and cost of revenue.
(b) These expenses are recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and nine months ended September 30, 2024, the expenses consisted of non-cash share-based payments of $14.9 million and $65.3 million ($34.0 million and $105.5 million for the three months and nine months ended September 30, 2023), $0.5 million and $4.9 million for related payroll taxes ($0.1 million and $0.9 million for the three months and nine months ended September 30, 2023),
(c) This primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses. For the nine months ended September 30, 2024, the gain consisted mainly of a gain on business combination of $4.0 million.
(a) This line item relates to amortization expense taken on intangible assets created from the purchase price adjustment process on acquired companies and businesses and resulting from a change in control of the Company.
(b) These expenses relate to:
(i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities, including the expenses related to the Proposed transaction. For the three months and nine months ended September 30, 2024, these expenses were $2.4 million and $16.8 million ($3.4 million and $23.0 million for the three months and nine months ended September 30, 2023). These costs are presented in the professional fees line item of selling, general and administrative expenses.
(ii) acquisition-related compensation was $0.7 million and $2.4 million for the three months and nine months ended September 30, 2024 and $0.6 million and $3.5 million for the three months and nine months ended September 30, 2023. These costs are presented in the employee compensation line item of selling, general and administrative expenses.
(iii) change in deferred purchase consideration for previously acquired businesses. No amount was recognized for the three months and nine months ended September 30, 2024 and 2023. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.
(iv) severance and integration expenses, which were $4.6 million and $5.1 million for the three months and nine months ended September 30, 2024 ($1.1 million and $10.6 million for the three months and nine months ended September 30, 2023). These expenses are presented in selling, general and administrative expenses and cost of revenue.
(c) These expenses are recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and nine months ended September 30, 2024, the expenses consisted of non-cash share-based payments of $14.9 million and $65.3 million ($34.0 million and $105.5 million for the three months and nine months ended September 30, 2023), $0.5 million and $4.9 million for related payroll taxes ($0.1 million and $0.9 million for the three months and nine months ended September 30, 2023).
(d) This primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses. For the nine months ended September 30, 2024, the gain consisted mainly of a gain on business combination of $4.0 million.
(e) This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable jurisdiction.
(f) The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.
MONTREAL and AUSTIN, October 22, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today announced it has partnered with BigCommerce (Nasdaq: BIGC), a leading open SaaS and composable ecommerce platform for fast-growing and established B2C and B2B brands and retailers. This partnership, launching internationally across North America, Europe and APAC, enables BigCommerce customers to access Nuvei's comprehensive suite of omnichannel payment solutions through its Nuvei for Platforms solution, bridging the gap between online and in-store experiences through a single payment processing partner.
Nuvei's offering for BigCommerce customers provides comprehensive transaction processing capabilities, including payment acceptance, pre-authorization, refund management, advanced 3DS2 technology, multi-currency support, stored card processing, and embedded checkout integration. BigCommerce brands and retailers benefit from bank-agnostic fast settlements, access to all the relevant alternative payment methods, centralized payment management, and dedicated integration support. This single, seamless solution empowers businesses to streamline operations, cater to diverse customer preferences, and optimize payment processing costs while ensuring quick access to revenue through same-day or next-day funding.
Philip Fayer, Nuvei's Chair and CEO, commented on the announcement: “We are thrilled to partner with BigCommerce to bring our cutting-edge Nuvei for Platforms payment solutions to their global customer base, beginning in the North American, European and Australian markets. This partnership aligns perfectly with our mission to connect businesses to their customers more deeply through payments, offering tailored solutions that cater to the specific needs of eCommerce businesses that are focused on scaling their business.”
Fayer added: “By combining Nuvei's expertise in unified payment solutions with BigCommerce's robust platform, we're providing customers with the tools they need to succeed in both digital and physical marketplaces.”
Shannon Ingrey, Vice President and General Manager, APAC, at BigCommerce, stated: “Our partnership with Nuvei further illustrates our commitment to providing customers access to the highest-caliber technologies and service providers available in the industry. Nuvei shares our desire to help brands and retailers sell more and grow faster to maximize success, and we look forward to working together to mutually support customers.”
Nuvei For Platforms: Accelerating growth through integrated payments
This partnership is the latest announcement from Nuvei as it continues to strengthen its global reach in the global eCommerce SaaS market, one of the fastest growing subsectors of eCommerce. Nuvei for Platforms, Nuvei’s suite of integrated payments solutions, empowers businesses to accelerate growth and drive revenue by providing them with a fully customizable solution to embed enterprise-grade payments technology into their own platforms. This solution enables platforms to offer complex, high-performance payment solutions that were once only available to large enterprises, now accessible to businesses of all sizes.
About BigCommerce
BigCommerce (Nasdaq: BIGC) is a leading open SaaS and composable ecommerce platform that empowers brands and retailers of all sizes to build, innovate and grow their businesses online. BigCommerce provides its customers sophisticated enterprise-grade functionality, customization and performance with simplicity and ease-of-use. Tens of thousands of B2C and B2B companies across 150 countries and numerous industries rely on BigCommerce, including Burrow, Coldwater Creek, Francesca’s, Harvey Nichols, King Arthur Baking Co., MKM Building Supplies, United Aqua Group and Uplift Desk. For more information, please visit www.bigcommerce.com or follow us on X and LinkedIn.
BigCommerce® is a registered trademark of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owners.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 716 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
TOKYO and MONTREAL, October 8, 2024 – JCB International Co., Ltd. ("JCB"), Japan's only international payment brand, today announced that it has expanded its global partnership with Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, to include Singapore and Hong Kong. This expansion builds upon Nuvei's existing relationship with JCB in Europe, further strengthening Nuvei's position in the rapidly growing Asia-Pacific (APAC) eCommerce market.
Through this enhanced partnership, Nuvei now offers JCB acceptance to its global merchant ecosystem, enabling JCB's community of more than 158 million cardmembers to pay directly to online businesses integrated with Nuvei. This development is particularly significant for Nuvei's customers in the APAC region, including leading eCommerce brands such as Charles & Keith.
Philip Fayer, Nuvei's Chair and CEO, commented on the announcement: "Extending our partnership with JCB to Singapore and Hong Kong enhances our service offering for businesses in strategic APAC markets and demonstrates our commitment to providing comprehensive payment solutions that drive growth for our clients globally."
Nuvei's modular payments platform enables clients to securely connect with customers in over 200 markets worldwide through a single integration, accepting 716 alternative payment methods and offering acquiring in over 50 markets. This extensive reach and flexibility are particularly valuable in the context of the rapidly expanding eCommerce markets in Singapore and Hong Kong.
Hiroko Michishita, Managing Director, JCB International Asia Pacific Pte. Ltd., said, “Between 2021 and 2022, JCB has almost doubled the volume of ecommerce transactions in Singapore. While East Asia is our traditional stronghold, we have seen substantial growth in our ASEAN card base of 132% from 2018 to 2023. Nuvei’s latest expansion into Singapore and Hong Kong complements JCB’s long-term growth strategy. We are confident that Nuvei’s presence in Asia will enable both companies to work closer together and quickly achieve substantial sales volumes.”
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 716 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
JCB is a major global payment brand and a leading credit card issuer and acquirer in Japan. JCB launched its card business in Japan in 1961 and began expanding worldwide in 1981. Its acceptance network includes about 49 million merchants around the world. JCB Cards are now issued mainly in Asian countries and territories, with more than 158 million cardmembers. As part of its international growth strategy, JCB has formed alliances with hundreds of leading banks and financial institutions globally to increase its merchant coverage and cardmember base. As a comprehensive payment solution provider, JCB commits to providing responsive and high-quality service and products to all customers worldwide. For more information, please visit: www.global.jcb/en/
Dynamic payment routing is the answer to many of the main challenges faced by eCommerce businesses globally.
Payment routing is the process a transaction undergoes after a customer initiates payment. It involves various components of the payment network, including gateways, issuers, merchant acquirers, and payment processors.
Traditionally, businesses have processed payments via static routing systems, without consideration of real-time data or overall costs. This lack of flexibility has led to failed payments, higher costs, and operational inefficiencies.
These challenges can now be addressed through dynamic payment routing, which can be described as the modern GPS of global payments. It analyzes data in real time and guides transactions through the most efficient payment pathways. Dynamic routing systems have changed the payment processing landscape and optimized transaction success.
In this article, we explore the role of dynamic payment routing in the approval of digital transactions. We examine how dynamic payment routing can optimize payment success, reduce processing costs, and improve the customer experience.
We also examine how emerging technologies are shaping the evolution of payment routing, allowing businesses to gain a competitive edge in an increasingly complex global financial ecosystem.
What is dynamic routing?
Dynamic routing is an intelligent system that selects the most efficient route for payment transactions. It evaluates available payment networks and adjusts the pathway to ensure transaction success. For example, if a payment gateway is experiencing downtime, dynamic routing can automatically switch to another gateway to prevent failures.
Dynamic payment routing vs traditional static routing
Traditionally, payment routing was a static process. Transactions were directed through a predefined path, with little room for flexibility or cost efficiency. Static routing relies on fixed network configurations, where transactions are processed via a single gateway or acquirer, without real-time optimization or adaptability. If the predetermined path fails, the transaction is declined or delayed, as there are no alternative routing pathways.
Dynamic routing evaluates different payment paths in real time and selects the most efficient one, often employing complex routing logic. Instead of following strict predefined rules, dynamic routing adapts during payment processing based on factors like network availability, geographic location, processing speed, and transaction costs. This ensures higher approval rates and greater efficiency.
How dynamic payment routing works
Dynamic payment routing works in 5 main steps:
Transaction Initiation: The smart routing process begins when a customer initiates the payment. This can happen on an eCommerce website, at a physical store, or via a mobile payment app.
Payment Evaluation: Once the payment is initiated, the payment operating system evaluates various factors, such as the transaction type, local laws, the merchant’s location, the customer's payment method, and the currency. It also considers the status of available payment networks, including transaction volume, network traffic, and server loads that might affect processing speed.
Decision: Based on the evaluation, the system selects the most suitable route for payment processing. This includes payment gateways and processors, as well as acquirers and issuers. The decision is made in real-time to maximize processing speed and cost-efficiency.
Routing: The payment is then routed through the selected gateway, which transmits the transaction details to the merchant acquirer. If any issues arise, such as a network failure or downtime, a cascading processor automatically reroutes the payment through alternative channels.
Confirmation: Once the payment is confirmed, the system sends a notification to both the customer and the merchant. Funds are usually transferred within 1 to 3 business days.
Benefits of dynamic payment routing
Smart dynamic payment routing offers many benefits to eCommerce businesses.
Improving Approval Rates
Dynamic payment routing maximizes approval rates for digital transactions. By selecting the best payment networks and routing payments in real-time, dynamic systems reduce the number of declined transactions and ensure payment success.
Reducing processing and administrative costs
Dynamic routing strategically directs transactions through lower-cost payment networks. Instead of relying on a single, potentially high-fee payment processor or acquirer, smart routing evaluates multiple options and sends payments through the most cost-effective channels. This allows merchants to reduce processing fees and avoid unnecessary expenses.
Smart routing also supports cost savings in cross-border transactions, as merchants can avoid high interchange fees and costs related to currency conversion. As smart routing can operate without constant manual intervention, merchants can also lower their administrative costs associated with technical maintenance and oversight.
Ensuring seamless cross-border transactions
Intelligent payment routing allows merchants to expand globally and accept payments from customers worldwide. Dynamic routing systems can integrate with multiple payment service providers, allowing merchants to offer region-specific payment methods and currencies. This flexibility enhances the customer experience, as buyers can complete transactions in their preferred payment method and currency, without hidden fees.
By evaluating real-time data relevant to cross-border payments, such as local banking regulations, smart routing ensures that cross-border transactions are processed securely and efficiently. It also mitigates the risks associated with fluctuating foreign exchange rates, as it can choose the most stable and cost-effective settlement options.
Dynamic payment routing leverages real-time data to adapt instantly to fluctuating market conditions. This enables payment processors to assess the status of various networks, payment channels, and even customer behavior in real time, ensuring that transactions are routed through the most optimal path.
In addition to real-time data, dynamic routing systems take issuer preferences and risk assessments into account. They analyze the preferences of card issuers and factor in specific risks associated with each transaction, reducing the likelihood of chargebacks and payment disputes.
Smart routing also incorporates intelligent risk assessments and fraud detection mechanisms, which allow merchants to ensure safe transactions and protect both themselves and their customers from financial threats.
Understanding the strategic impact of dynamic routing
Dynamic routing reduces transaction declines and leads to faster approvals, enhancing customer experience by optimizing route efficiency and cutting costs.
Higher approval rates and cost-efficient processing lead to more successful payment transactions, increasing revenue directly. Faster, reliable transactions create a seamless checkout process, reducing frustration and abandoned payments. With fewer declines and delays, customers enjoy a smooth and hassle-free payment experience, which drives long-term profitability.
Minimizing failed transactions
Dynamic payment routing uses real-time data analysis to select optimal processing paths and reduce failures. It considers up-to-date data points from multiple payment processors, including network availability, volume transactions and historical success rates. The ability to adjust to live data mitigates the risk of failed transactions, providing a smoother and more reliable experience for both merchants and customers.
Ensuring regulatory compliance
As payment regulations differ across countries, merchants need dynamic routing systems to ensure compliance with local laws and avoid penalties. Intelligent routing is designed to provide a secure environment that supports regulatory compliance needs. These systems are configured to automatically adapt to the legal requirements of each region and route payments through compliant networks, depending on the transaction type. For digital payments within the European Economic Area, for example, transactions would be routed via a network that complies with the PSD2 regulatory framework.
Dynamic routing systems often integrate with local payment networks that are specifically designed to meet regional compliance standards. This integration simplifies the compliance process and reduces the need for merchants to manually update their systems when new rules are introduced.
How do multi-acquirer setups contribute to a more resilient payment infrastructure?
Multi-acquirer setups allow merchants to integrate with different payment service providers and acquirers simultaneously. Relying on a single acquirer comes with certain limitations, such as restricted geographic reach and higher transaction fees. If the acquirer faces network outages, this can also disrupt payment processing and lead to a loss of revenue. A multi-acquirer strategy gives merchants more flexibility and allows payments to be routed via the most optimal path.
Multi-acquirer setups are integral to dynamic payment routing. They enable the smart routing of payments through the most efficient acquirer for each transaction. This approach also allows customers to complete transactions using their preferred payment methods. The evaluation of different acquirers and routing is based on factors such as the transaction type, processing fees, geographic location, and currency. With multi-acquirer setups, merchants can reduce their costs and manage risks efficiently.
How emerging technologies are shaping the evolution of payment routing?
Emerging technologies, such as artificial intelligence (AI), machine learning (ML), and blockchain, are at the forefront of intelligent payment processing.
AI and ML enable real-time decision-making for transaction routing. These technologies analyze vast amounts of data to predict the most successful payment pathways, minimize costs, and reduce failed transactions. They also continuously adapt and improve over time as more data is collected and processed.
By providing decentralized payment systems, blockchain technology eliminates intermediaries and strengthens fraud prevention. This leads to faster settlements and increased transparency during payment processing. Biometric authentication and tokenization enhance security in payment routing. They ensure that customers' information is protected and transactions are validated through encrypted, user-specific data.
How does Nuvei optimize payment routing?
Leveraging intelligent technologies and data analysis, Nuvei enables the dynamic routing of payments to ensure transaction success. Our advanced systems reduce the risk of payment failures, enhance approval rates, and lower transaction costs. Seamlessly integrating with global payment providers,
Nuvei offers reliable, cost-effective, and scalable payment routing solutions. We provide real-time payments that allow merchants to enhance their customers' experience and optimize their payment infrastructure.
Conclusion
eCommerce businesses must streamline their payment operations to remain competitive and meet the needs of modern transactions. Dynamic routing systems leverage advanced technologies to optimize payment pathways for online payments, reduce costs, and improve approval rates. Unlike traditional static routing, dynamic routing systems use real-time data to select the most efficient and secure payment network, even in cases of network failures or changing regulatory conditions.
One of the key components in smart routing is multi-acquirer setups. These configurations allow merchants to connect with multiple acquirers and payment processors, ensuring that transactions are processed seamlessly through the most efficient channels. Emerging technologies such as AI and blockchain technologies continue to push the boundaries of intelligent payment routing, enabling faster, more secure, and cost-effective transactions.
By integrating dynamic routing solutions, businesses can minimize payment failures, optimize revenue, and future-proof their operations against shifting market conditions. Payment efficiency is no longer just an operational concern — it is a critical driver of growth and customer satisfaction.
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