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.
Simple, flexible online bank payments
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.
A fast and secure way to transfer money between private and business accounts
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
Your ultimate instant bank transfer solution
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.
Boost conversion with a fast, secure mobile experience
Seamless user experience with Xpress 1-click payments
Easy and fast deposits for ultimate convenience
Enjoy higher transaction limits, up to $100,000
Cutting-edge risk management for enhanced security
Frictionless flows and instant payments
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.
Instant payments for customers and businesses in seconds
Enhanced conversion rates with a smooth mobile user journey
Lower payment processing costs by bypassing card network charges
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.
Simple, flexible online bank payments
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.
Swift and secure transactions between UK bank accounts
24/7 accessibility for uninterrupted financial transactions
Real-time money transfers for a delay-free payment experience
Enjoy the convenience of a generous £1,000,000 per transaction limit
Cost-effective alternative to credit cards
Unify features through a single integration
Secure, direct bank payments for effortless transactions
Enjoy secure, hassle-free payments directly from your bank account with Pay with Bank transfer, powered by American Express but accessible to all.
Boost conversion with a fast, secure mobile experience
Enhanced security with bank authentication, no shared payment details
Broadly accepted, not limited to AMEX, for UK bank users
Low-cost, simple fee structure with easy reconciliation
Frictionless flows and instant payments
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.
Instant payments for customers and businesses in seconds
Enhanced conversion rates with a smooth mobile user journey
Lower payment processing costs by bypassing card network charges
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.
Fast, reliable online bank payments
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
Real-time money transfers for a delay-free payment experience
Reduce payment processing costs by cutting out fees from card schemes
Enjoy higher transaction limits, up to €100,000
Bypass card network limits for maximum payment flexibility
Customers and businesses can make and receive payments in a matter of seconds using their trusted bank relationships.
Enhanced conversion rates, an improved user path offering a smooth, mobile-centric customer journey. Decreased payment processing expenses by eliminating charges associated with card networks.
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
Customer authentication and zero chargeback guarantee
Safeguard your business with highly secure bank transfers
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.
Simple, flexible ACH payments
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
Secure digital enrollment for swift, authenticated payments
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.
Assured Complete
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.
Enjoy higher checks limits and fewer limitations
Avoid ACH restrictions
Eliminate risk with guaranteed protection
Accept checks in person, by mail, or at a drop box location
Retrieve payments quickly with electronic deposits
Nuvei reports in U.S. dollars and in accordance with International Financial Reporting Standards (“IFRS”)
MONTREAL, AUGUST 6, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today reported its financial results for the three and six months ended June 30, 2024.
Financial Highlights for the Three Months Ended June 30, 2024 Compared to 2023:
Total volume(a) increased by 22% to $61.7 billion from $50.6 billion;
Revenue increased by 13% to $345.5 million from $307.0 million;
Net income decreased by 54% to $5.3 million from $11.6 million;
Adjusted EBITDA(b) increased by 6% to $116.8 million from $110.3 million;
Adjusted net income(b) increased by 8% to $62.6 million from $58.1 million;
Net income per diluted share decreased to $0.02 from $0.07;
Adjusted net income per diluted share(b) increased by 5% to $0.41 from $0.39 ;
Adjusted EBITDA less capital expenditures(b) increased to $96.4 million from $95.9 million.
Financial Highlights for the Six Months Ended June 30, 2024 Compared to 2023:
Total volume(a) increased by 31% to $121.8 billion from $93.0 billion;
Revenue increased 21% to $680.6 million from $563.5 million;
Net income decreased by 84% to $0.5 million from $3.3 million;
Adjusted EBITDA(b) increased by 12% to $231.6 million from $206.6 million;
Adjusted net income(b) increased by 2% to $125.1 million from $122.5 million;
Net loss per diluted share was $0.02 compared to net income per diluted share of $0.00;
Adjusted net income per diluted share(b) was stable at $0.83;
Adjusted EBITDA less capital expenditures(b) increased by 9% to $195.5 million from $179.5 million; and,
Cash dividends declared were $28.2 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 EBITDA margin, 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 number of which were received and/or for which the waiting period has expired as of the date hereof, with several 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 late 2024 or the first quarter of 2025.
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 September 5, 2024 to shareholders of record on August 20, 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.
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 June 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 its 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 716 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 months ended June 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 shareholder, regulatory and court 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 six months ended June 30, 2024, these expenses were $4.2 million and $14.5 million ($1.1 million and $19.6 million for the three months and six months ended June 30, 2023). These costs are presented in the professional fees line item of selling, general and administrative expenses.
(ii) acquisition-related compensation was $0.6 million and $1.7 million for the three months and six months ended June 30, 2024 and $0.7 million and $2.8 million for the three months and six months ended June 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 six months ended June 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 $0.2 million and $0.5 million for the three months and six months ended June 30, 2024 ($4.8 million and $9.5 million for three months and six months ended June 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 six months ended June 30, 2024, the expenses consisted of non-cash share-based payments of $20.6 million and $50.4 million ($35.9 million and $71.4 million for the three months and six months ended June 30, 2023), $4.1 million and $4.3 million for related payroll taxes ($0.4 million and $0.9 million for the three months and six months ended June 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 six months ended June 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 six months ended June 30, 2024, these expenses were $4.2 million and $14.5 million ($1.1 million and $19.6 million for the three months and six months ended June 30, 2023). These costs are presented in the professional fees line item of selling, general and administrative expenses.
(ii) acquisition-related compensation was $0.6 million and $1.7 million for the three months and six months ended June 30, 2024 and $0.7 million and $2.8 million for the three months and six months ended June 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 six months ended June 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 $0.2 million and $0.5 million for the three months and six months ended June 30, 2024 ($4.8 million and $9.5 million for the three months and six months ended June 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 six months ended June 30, 2024, the expenses consisted of non-cash share-based payments of $20.6 million and $50.4 million ($35.9 million and $71.4 million for the three months and six months ended June 30, 2023), $4.1 million and $4.3 million for related payroll taxes ($0.4 million and $0.9 million for the three months and six months ended June 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 three months ended June 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.
[1] Philip Fayer, Novacap and CDPQ (together with entities they control directly or indirectly, collectively, the "Rollover Shareholders") have agreed to roll approximately 95%, 65% and 75%, respectively, of their Shares (the "Rollover Shares") and are expected to receive in aggregate approximately US$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. Percentages and amount of expected cash proceeds are based on current assumed cash position and are subject to change as a result of cash generated before closing.
MONTREAL, August 5 2024 – Nuvei Corporation ("Nuvei" or the "Company") (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today announces that it has entered into a definitive agreement to acquire Pay2All Instituição de Pagamento Ltda. (“Pay2All”), a licensed Payment Institution authorized by the Central Bank of Brazil. This strategic milestone is expected to enhance Nuvei's capabilities in the Brazilian market and reinforces its commitment to the Latin American (LATAM) region.
The Payment Institution license will enable Nuvei to offer comprehensive payment services in Brazil as an Issuer of Electronic Currency. These include accepting payments, managing e-wallets and betting accounts, and participating in all of Brazil's local payment systems, including processing Pagamentos Instantâneos (“PIX”) transactions.
A Payment Institution license is required to provide transactional services for authorized operators in the newly regulated market of sports betting and online gaming, in accordance with Law No. 14.790/23. Brazil's iGaming market presents significant growth opportunities for Nuvei. Revenue in the Brazilian iGaming market is projected to reach US$1.97bn in 2024 and is predicted to show an annual growth rate (CAGR 2024-2029) of 15.39%, resulting in a projected market volume of US$4.03bn by 2029.
By securing a Payment Institution license, Nuvei will be well positioned as a payment partner of choice to the iGaming and broader eCommerce ecosystems in Brazil. The proposed transaction is subject to customary closing conditions, including receipt of key regulatory approvals by the Central Bank of Brazil and local antitrust authorities.
Philip Fayer, Nuvei Chair and CEO, commented on the announcement: "Securing a Payment Institution license in Brazil has been a top priority, and will mark another significant milestone in our global expansion strategy. The proposed transaction not only strengthens our presence in LATAM but also demonstrates our commitment to providing fully localized and modern payment solutions to businesses in Brazil. We're excited to offer our full suite of services to help drive growth for the rapidly-growing eCommerce and iGaming operators in this dynamic market."
In 2024, Nuvei already signaled its commitment to growth in LATAM through its announcement that it was the first global payments company to offer direct local acquiring in Colombia. In addition to securing its impending Payment Institution license in Brazil, Nuvei is also currently implementing a local acquiring service in Mexico, leading to the fulfilment of processing requirements to become a direct acquirer under the Comisión Nacional Bancaria y de Valores (CNBV). Further strategic expansion in LATAM is scheduled to follow.
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 700 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
For more information, visit www.nuvei.com
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 obtaining of the Payment Institution license and the anticipated impacts thereof 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 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 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 three months ended March 31, 2024.
MONTREAL, July 24, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today announced it will release its second quarter 2024 results after market close on August 6, 2024.
On April 1, 2024, Nuvei announced that it entered into a definitive arrangement agreement to be taken private by Advent International, alongside existing Canadian shareholders Philip Fayer, Novacap, and CDPQ for US$34.00 per share via an all cash transaction, which values the Company at an enterprise value of approximately US$6.3 billion. In light of the announced transaction, Nuvei will not host a conference call or webcast to review the second quarter 2024 financial results.
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 700 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
MONTREAL and LONDON – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, announces today a partnership with Mastercard to launch a new off-ramping solution that enables consumers in Europe to seamlessly convert their Digital Assets, including cryptocurrencies, into traditional fiat currency via debit, credit and prepaid cards. This new functionality provides a bridge between digital and traditional finance that can be spent via Mastercard's global network. This off-ramping solution is integrated directly into Nuvei's modular payment platform, delivering a simple, secure user experience.
The off-ramping process is designed to be rapid and user-friendly. Consumers can seamlessly convert a wide range of supported Digital Assets into fiat currency. They can then transfer the funds to their eligible Mastercard in near real-time*, leveraging Mastercard Move’s money movement capabilities. No longer requiring third-party exchanges or money service businesses, this integrated solution simplifies transforming digital value into global spending circulation.
“We're excited to collaborate with Mastercard to accommodate access liquidity and payments for Digital Asset holders,” commented Philip Fayer, Chair and CEO of Nuvei. “Our mission is to enable businesses and their customers to connect through payments, wherever consumers are and however they want to pay. Offering crypto off-ramps through our single integration aligns perfectly with this mission to facilitate frictionless transactions across the digital economy.”
“Enabling choice how consumers can engage in Digital Assets in a safe, simple and secure manner in line with all relevant regulation is at the heart of our strategy in this space” added Christian Rau, Senior Vice President, Fintech and Crypto Enablement, Mastercard Europe. “Combining our global network of partners and digital solutions with Nuvei's advanced integration opens new opportunities and choice for businesses engaging in digital assets and consumers alike.”
Nuvei's off-ramp solution with Mastercard is the latest example of its strategy to connect the worlds of traditional payments, open banking and blockchain technology into one seamless experience.
*Actual posting times for approved transactions will depend on the receiving financial institution
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 700 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
The idea for the world's first ATM machine has an unusual genesis.
Its inventor, John Shepherd-Baron, thought it up while in the bath in 1967:
"It struck me there must be a way I could get my own money, anywhere in the world or the UK. I hit upon the idea of a chocolate bar dispenser, but replacing chocolate with cash."
The world's first personal identification number (PIN) was invented alongside it. It was used to identify codes written on cheques that were placed in the ATMs.
Payments have come a long way since then. But ultimately, they are still about helping people access and spend their money, anywhere in the world. And many of them still rely on PINs.
What is a 3D Secure PIN?
A 3D Secure PIN (3DS PIN) is a 6-digit numeric code used by a cardholder to authenticate an online card payment that uses 3D Secure protocol.
Its purpose is to help verify a cardholder's identity to their issuing bank when they make an online purchase.
Like regular PINs used at physical points of sale (POS) or ATMs, 3D Secure PINs make card payments safer, protect funds and give customers more confidence in the transaction they are initiating.
How does a 3D Secure PIN work?
Each time a cardholder wants to pay online, they must input or confirm their card details. This places an additional step into the transaction process. They are taken to a new screen and prompted to request a one-time password (OTP) or PIN.
An issuing bank might request any of the following confirmation methods:
A one-time password. If the cardholder is requested to supply this, it will be simultaneously sent to the appropriate mobile phone number or email address
A pre-set PIN/password. This is a predetermined password created when a card was registered for 3D Secure. It might have been chosen by the customer or provided by the issuing bank
In each case, the customer simply needs to enter the PIN to proceed with their payment to a merchant.
6 digit PIN codes vs 4 digit PIN codes
ATMs and in-store point-of-sale PIN codes usually require only four digits. These can produce 10,000 different potential combinations.
This low number of digits has the advantage of being easy to remember. However, this can also be a disadvantage as it means it's also easier for others to remember, too.
The main reason for this is because users tend to use similar, easy-to-remember PINs. For example, the top 5 most common six-digit pins are:
123456
654321
111111
000000
123123
Knowing this makes fraud attempts easier for criminals. They can simply enter the most common PINs. These days, setting PINs with repeated or sequential numbers is generally not permitted in most cases.
A One-time password (OTP) or PIN is a form of strong authentication useful for avoiding cardholders choosing common, easy-to-guess combinations. It also has the advantage of not being something that relies on the cardholder's memory.
Another form of OTP is the time-based one-time passwords (TOTP). This has a time-limit set to it, usually of 60 seconds. Once this time-limit is up, the PIN expires.
How secure is fingerprint authentication?
The fingerprint authentication process presents fraudsters with a new problem. They can no longer rely on guessing and repeatedly attempting commonly used PINs. And unlike PINs and passwords, biometric data is saved on your device, not on servers.
Since the iPhone 5S' was first released, some users have demonstrated their ability to be 'hacked', using various means (such as finger moulds).
However, this method still gives strong benefits and protection against fraud for many users, as the hacks require relatively sophisticated schemes.
Conclusion
3D Secure PINs are 6-digit numerical codes used to authenticate online card payments that use 3D Secure protocol.
They help to verify customers' identities and make online transactions safer when they make a purchase with a merchant.
However, despite having 1,000,000 potential combinations, users tend to use similar, easy-to-remember PINs. This makes PINs easier targets for fraudsters, who are only limited by how many attempts the systems they are targeting allow.
3D Secure 2.0 verification uses one-time passwords and biometric authentication (such as fingerprint authentication), which overall increases security.
Biometric data can be hacked, but only by relatively sophisticated schemes, so it still provides strong protection against fraud for many users.
Overall, the 3D Secure PIN and other forms of strong authentication make online transactions more secure and give customers more confidence.
As with all types of technology, security will continue to evolve and offer new ways to keep card details, customers, issuers and merchants all protected in future.