Key highlights:

• Nuvei, a global leader in payments, and Advent, a significant player in fintech private equity investing, join forces via all-cash transaction
• Shareholders will receive US$34.00 per share in cash, which represents a premium of approximately 56% over Nuvei’s unaffected closing share price of US$21.76 on the Nasdaq Global Select Market on March 15, 2024, and a premium of approximately 48% over Nuvei’s 90-day volume weighted average trading price^[1] as of such date, valuing Nuvei at an enterprise value of approximately US$6.3 billion
• Canadian shareholders Philip Fayer, Novacap and CDPQ will indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company as part of the agreement
• Philip Fayer will continue to lead Nuvei as Chair and Chief Executive Officer, alongside his broader leadership team, with Montreal continuing to serve as Nuvei’s headquarters

MONTREAL, April 1, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), today announced that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) to be taken private by Advent International (“Advent”), one of the world’s largest and most experienced global private equity investors, with the support of each of the Company’s holders of multiple voting shares (“Multiple Voting Shares”), being Philip Fayer, certain investment funds managed by Novacap Management Inc. (collectively, “Novacap”) and CDPQ, via an all-cash transaction which values Nuvei at an enterprise value of approximately US$6.3 billion. The Company will continue to be based in Montreal.

One of the most advanced technology providers in the global payments industry, Nuvei accelerates the growth of its customers and partners around the world through a modular, flexible and scalable solution that enables leading companies across all verticals to accept next-gen payments, offer all payout options, and benefit from card issuing, banking, risk and fraud management services. Nuvei’s global reach extends to more than 200 markets across the globe, with local acquiring in 50 markets and connectivity to 680 local and alternative payment methods.

In its recent 2023 annual financial statements Nuvei announced that it had processed more than US$200 billion in Total volume^[2], and US$1.2 billion in revenue.Advent is a longstanding investor in the payments space. Nuvei will benefit from the significant resources, operational, and sector expertise, as well as the capacity for investment provided by Advent.

Philip Fayer will remain Nuvei’s Chair and Chief Executive Officer and will lead the business in all aspects of its operations. Nuvei’s current leadership team will also continue following the conclusion of the transaction.

Fayer commented on the announcement: “This transaction marks the beginning of an exciting new chapter for Nuvei, and we are glad to partner with Advent to continue to deliver for our customers and employees and capitalize on the significant opportunities that this investment provides.

”Fayer continued: “Our strategic initiatives have always focused on accelerating our customers revenue, driving innovation across our technology, and developing our people. Bringing in a partner with such extensive experience in the payments sector will continue to support our development.”

“Nuvei has created a differentiated global payments platform with an innovative product offering that serves attractive payments end markets like global eCommerce, B2B and embedded payments,” said Bo Huang, a Managing Director at Advent. “Our deep expertise and experience in payments give us conviction in the opportunity to support Nuvei as it continues to scale from its base in Canada as a global player in the space. We look forward to collaborating closely with Nuvei to capitalize on emerging opportunities to help shape the future of the payments industry.”

“As an existing and long-term shareholder, we continue to stand behind management's proven dedication to innovation, efficiency, and market adaptation, which has consistently propelled Nuvei forward. With our continued support, we entrust management to navigate the evolving landscape adeptly, driving expansion, and delivering on our shared commitment to long-term growth for Nuvei employees and customers,” said David Lewin, Senior Partner at Novacap.

“Ever since our first investment in Nuvei in 2017, CDPQ is proud to have supported this Québec fintech leader at every stage of its growth, particularly through acquisitions on a global scale. We are delighted to accompany Nuvei once again as it embarks on this new chapter of its history, alongside recognized partners such as Advent, as well as existing shareholders Philip Fayer and Novacap,” said Kim Thomassin, Executive Vice-President and Head of Québec at CDPQ.

‍Transaction Highlights

‍Advent will acquire all the issued and outstanding subordinate voting shares of Nuvei (the “Subordinate Voting Shares”) and any Multiple Voting Shares that are not Rollover Shares (as defined below). These Subordinate Voting Shares and Multiple Voting Shares (collectively, the “Shares”) will each be acquired for a price of US$34.00 per Share, in cash.

This price represents a premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq Global Select Market (“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^[3] per Subordinate Voting Share as of such date.

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^[4]. Philip Fayer, Novacap and CDPQ are expected to indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company.

The proposed transaction has the support of each of the holders of Multiple Voting Shares, namely Philip Fayer, Novacap and CDPQ, who collectively represent approximately 92% of the voting power attached to all the Shares.

Nuvei’s Board of Directors, after receiving advice from the Company’s financial advisor and outside legal counsel, is unanimously recommending (with interested directors abstaining from voting) that the Nuvei shareholders vote in favour of the transaction. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors which is comprised solely of independent directors and was formed in connection with the transaction (the “Special Committee”). The Special Committee was advised by independent legal counsel and retained TD Securities Inc. (“TD”) as financial advisor and independent valuator.

‍Further Transaction Details

‍The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. Implementation of the transaction will be subject to, among other things, the following shareholder approvals at a special meeting of shareholders to be held to approve the proposed transaction (the “Meeting”): (i) the approval of at least 66 2/3% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares; (iii) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares; (iv) if required, the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares (excluding the Multiple Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”); and (v) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares (excluding the Subordinate Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to MI 61-101). The transaction is also subject to court approval and customary closing conditions, including receipt of key regulatory approvals, 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.The Arrangement Agreement provides for a non-solicitation covenant on the part of Nuvei, which is subject to customary “fiduciary out” provisions that enable Nuvei to terminate the Arrangement Agreement and accept a superior proposal in certain circumstances. A termination fee of US$150 million would be payable by Nuvei in certain circumstances, including in the context of a superior proposal supported by Nuvei. A reverse termination fee of US$250 million would be payable to Nuvei if the transaction is not completed in certain circumstances.

In connection with the proposed transaction, each director and member of senior management of Nuvei and each Rollover Shareholder has entered into a customary support and voting agreement pursuant to which it has agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the transaction. Consequently, holders of approximately 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares, have agreed to vote their Shares in favour of the transaction.

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”).

‍Fairness Opinions and Formal Valuation and Voting Recommendation

‍The Arrangement Agreement was the result of a comprehensive negotiation process with Advent that was undertaken with the supervision and involvement of the Special Committee advised by independent and highly qualified legal and financial advisors.

The Special Committee retained TD as financial advisor and independent valuator. In arriving at its unanimous recommendation in favour of the transaction, the Special Committee considered several factors which will be outlined in public filings to be made by Nuvei. These include a formal valuation report prepared by TD in accordance with MI 61-101 (the “Formal Valuation”) and a fairness opinion rendered by TD. TD orally delivered to the Special Committee the results of the Formal Valuation, completed under the Special Committee’s supervision, opining that, as of April 1, 2024, subject to the assumptions, limitations and qualifications communicated to the Special Committee by TD and to be contained in TD’s written Formal Valuation, the fair market value of the Shares is between US$33.00 and US$42.00 per Share. TD orally delivered a fairness opinion to the Special Committee to the effect that, as of April 1, 2024, subject to the assumptions, limitations and qualifications communicated to the Special Committee, and to be contained in TD’s written fairness opinion (the “TD Fairness Opinion”), the consideration to be received by shareholders (other than the Rollover Shareholders and any other shareholders required to be excluded pursuant to MI 61-101) pursuant to the Arrangement Agreement is fair, from a financial point of view, to such shareholders. Barclays Capital Inc., financial advisor to the Company (“Barclays”), delivered a fairness opinion to the Board of Directors to the effect that, as of April 1, 2024, subject to the assumptions, limitations and qualifications described therein, the consideration to be received by shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement Agreement and the Plan of Arrangement is fair, from a financial point of view, to such shareholders (together with the TD Fairness Opinion, the “Fairness Opinions”).The Board of Directors received the Fairness Opinions and the Formal Valuation and, after receiving the unanimous recommendation of the Special Committee and advice from the Company’s financial advisor and outside legal counsel, the Board of Directors unanimously (with interested directors abstaining from voting) determined that the transaction is in the best interests of Nuvei and is fair to its shareholders (other than the Rollover Shareholders and any other shareholders required to be excluded pursuant to MI 61-101) and unanimously recommended (with interested directors abstaining from voting) that shareholders vote in favour of the transaction.

Copies of the Formal Valuation and the Fairness Opinions, as well as additional details regarding the terms and conditions of the transaction and the rationale for the recommendation made by the Special Committee and the Board of Directors will be set out in the management proxy circular to be mailed to shareholders in connection with the Meeting and filed by the Company on its profile on SEDAR+ at www.sedarplus.ca and on EDGAR as an exhibit to the Schedule 13E-3 Transaction Statement to be filed by Nuvei at www.sec.gov.

‍Important Additional Information and Where to Find It

‍In connection with the transaction, Nuvei intends to file relevant materials on its profile on SEDAR+ and with the SEC on EDGAR. Shareholders will be able to obtain these documents, as well as other filings containing information about Nuvei, the transaction and related matters, without charge from the SEDAR+ website at www.sedarplus.ca and from the SEC’s website at www.sec.gov.AdvisorsBarclays Capital Inc. acted as exclusive financial advisor to the Company, and TD Securities Inc. acted as independent valuator and financial advisor to the Special Committee. Stikeman Elliott LLP and Davis Polk & Wardwell LLP acted as legal advisors to the Company. Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to the Special Committee. RBC Capital Markets acted as financial advisor to Advent, while Kirkland & Ellis LLP and Blake, Cassels & Graydon LLP acted as legal advisors to Advent. BMO Capital Markets is acting as left lead arranger and administrative agent for the new US$600 million revolving credit facility and US$2,550 million term loan financing. Osler, Hoskin & Harcourt LLP acted as legal advisor to Philip Fayer. Fasken Martineau DuMoulin LLP and Willkie Farr & Gallagher LLP acted as legal advisors to Novacap. CIBC Capital Markets acted as financial advisor to CDPQ, and McCarthy Tétrault LLP and Mayer Brown LLP acted as its legal advisors.

‍Early Warning Disclosure by Mr. Philip Fayer

‍Further to the requirements of Regulation 62-104 respecting Take-Over Bids and Issuer Bids and Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Philip Fayer will file an amended early warning report in connection with his participation in the transaction as Rollover Shareholder and for which he has entered into a support and voting agreement pursuant to which he has agreed, subject to the terms thereof, to support and vote all of his Shares in favour of the transaction. A copy of Mr. Fayer’s related early warning report will be filed with the applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.ca. Further information and a copy of the early warning report of Mr. Fayer may be obtained by contacting:

Chris Mammone

Head of Investor Relations

Nuvei Corporation

IR@nuvei.com

310.654.4212

‍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 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

‍Contact:  

Public Relations

‍alex.hammond@nuvei.com

‍Investor Relations

‍IR@nuvei.com

‍About Advent International

‍Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 415 private equity investments across more than 40 countries and regions, and as of September 30, 2023, had US$91 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 295 private equity investment professionals across North America, Europe, Latin America, and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer, and leisure; and technology. For 40 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

For more information, visit:

Website: www.adventinternational.com

‍LinkedIn: www.linkedin.com/company/advent-international

‍Contact:

‍Leslie Shribman, Head of Communications

‍lshribman@adventinternational.com

‍About Novacap

‍Founded in 1981, Novacap is a leading North American private equity firm with over C$8B of AUM that has invested in more than 100 platform companies and completed more than 150 add-on acquisitions. Applying its sector-focused approach since 2007 in Industries, TMT, Financial Services, and Digital Infrastructure, Novacap’s deep domain expertise can accelerate company growth and create long-term value. With experienced, dedicated investment and operations teams as well as substantial capital, Novacap has the resources and knowledge that help build world-class businesses. Novacap has offices in Montreal, Toronto, and New York.

For more information, please visit www.novacap.ca.

‍Contact: Marc P. Tellier, Senior Managing Director

514-915-5743

‍mtellier@novacap.ca

‍About CDPQ

‍At CDPQ, we invest constructively to generate sustainable returns over the long term. As a global investment group managing funds for public pension and insurance plans, we work alongside our partners to build enterprises that drive performance and progress. We are active in the major financial markets, private equity, infrastructure, real estate and private debt. As at December 31, 2023, CDPQ’s net assets totalled C$434 billion. For more information, visit cdpq.com, consult our LinkedIn or Instagram pages, or follow us on X.

‍CDPQ is a registered trademark owned by Caisse de dépôt et placement du Québec and licensed for use by its subsidiaries.

‍Contact:

‍Kate Monfette, Media Relations

514 847-5493

‍medias@cdpq.com

‍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. 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 proposed transaction, including the proposed timing and various steps contemplated in respect of the transaction and statements regarding the plans, objectives, and intentions of Mr. Philip Fayer, Novacap, CDPQ or Advent 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 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 filed on March 5, 2024. These risks and uncertainties further include (but are not limited to) as concerns the transaction, the failure of the parties to obtain the necessary shareholder, regulatory and court 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.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.

[1] Based on Canadian composite (Toronto Stock Exchange and all Canadian marketplaces) and U.S. composite (Nasdaq and all U.S. marketplaces).

[2] 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. The Company refers the reader to the “Non-IFRS and Other Financial Measures” section of the Company’s Management’s discussion and analysis in respect of the Company’s financial year ended December 31, 2023 (“2023 MD&A”), which section is incorporated by reference herein, for a definition of Total volume presented by the Company. The 2023 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

[3] Based on Canadian composite (Toronto Stock Exchange and all Canadian marketplaces) and U.S. composite (Nasdaq and all U.S. marketplaces).

[4] 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, December 4 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, announces today that it has partnered with Microsoft to deliver leading payment experiences for customers of its products, solutions, and services across many of its key markets.

Microsoft will start using Nuvei’s customizable and agile payments technology in the Middle East and the Africa region, while benefiting from Nuvei’s deep knowledge of local markets to optimize its payments for recurring billing and individual transactions across both its Office and Xbox product ranges.

Other benefits of Nuvei’s global payments capabilities Microsoft is harnessing include optimized authorization rates through local acquisition and superior risk management that minimize false declines, as well as Nuvei’s ability to offer all of the relevant local alternative payment methods (APMs) to each market through a single integration.

Philip Fayer, Nuvei Chair and CEO said: “Enabling Microsoft to connect to its customers across a wide range of products is testament to our technology and dedication to world-class customer service. We’re excited to optimize payments for such a universal brand that is trusted and relied upon by so many people.”

“We're pleased to extend our payment solutions to the Middle East and African region,” added Ajith Thekadath, Vice President Global Payments at Microsoft. “Whether it is a one-off purchase, software subscription, or in-game purchasing, payments are critical to our overall customer experience. Partnering with Nuvei enables our customers to pay wherever they are and whenever they want to.”

‍Extending the partnership across geographies and use cases

‍Nuvei and Microsoft are committed to extending this partnership across additional markets, as well as exploring new use cases to enhance the overall Microsoft experience. This includes Microsoft Dynamics 365, its business applications technology suite that drives operational efficiency and improved enterprise resource management.Fayer commented: “As two innovative, technology-led businesses that provide solutions to many of the leading international brands across the globe, it makes sense to explore how we can work more cooperatively as we grow our commercial relationship.”

‍About Nuvei

‍Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the global 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 47+ markets, 150 currencies and 669 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

Contact:

Public Relations

‍alexandra.bucur@nuvei.com

‍Investor Relations

‍IR@nuvei.com

‍MONTREAL & ATLANTA, January 9, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, and Paya Holdings Inc. (“Paya”) (Nasdaq: PAYA), a leading provider of integrated payment and commerce solutions in the U.S., today announced that they have entered into a definitive agreement whereby Nuvei will acquire Paya in an all-cash transaction at USD $9.75 per share for total consideration of approximately $1.3 billion.

“The proposed acquisition of Paya is a powerful next step in the evolution of Nuvei, creating a preeminent payment technology provider with strong positions in global eCommerce, Integrated Payments and business-to-business (“B2B”),” said Philip Fayer, Nuvei’s Chair and Chief Executive Officer. “The proposed transaction will combine two people-first, technology-led, high-growth payment platforms. It will accelerate our integrated payment strategy, diversify our business into key high-growth non-cyclical verticals with large addressable end markets and enhance the execution of our growth plan.”

"We are pleased to have reached this transaction with Nuvei, which is a testament to the incredible talent at Paya, and will deliver immediate and significant cash value to Paya shareholders,” said Jeff Hack, Paya’s Chief Executive Officer. “We continue to see strong momentum in our high-growth and underpenetrated middle market partners in durable end-markets, and believe that Nuvei’s resources will enable us to continue our mission of solving complex business problems with easy-to-use payment solutions.”

Strategic Rationale and Benefits of the Transaction

• Enhances Nuvei’s ability to execute on high-growth integrated payment opportunities
• Paya’s deep software integrations with 300+ independent software vendor (“ISV”) platforms and end-to-end commerce solutions position Nuvei to capitalize on the domestic and global software-led market opportunity
• Plugs Paya’s highly complementary integrated payment capabilities into Nuvei’s global technology platform for an enhanced customer proposition and incremental growth opportunities
• Integrated payments is the highest-growth card payments distribution channel in the U.S.^[1] For 2021, roughly 41% of new merchants in the US were signed from the integrated payments channel^[2]
• Diversifies Nuvei’s business across high-growth, underpenetrated and non-cyclical end markets each with a large estimated total addressable market (“TAM”)
• Paya has a strong footprint in key non-cyclical verticals, including B2B goods and services (estimated $1.2 trillion TAM)^[3], healthcare (estimated $235 billion TAM)^[4], non-profit and education (estimated $145 billion TAM)⁴, and government and utilities (estimated $130 billion TAM)⁴
• Expands Nuvei’s capabilities into large and growing B2B
• Paya’s deep enterprise resource planning (ERP) integrations and end-to-end commerce solutions position Nuvei to capitalize on the domestic and global B2B opportunity
• The U.S. B2B payments middle market is expected to grow at a 10%+ compound annual growth rate (CAGR) (2019-2026) with an estimated market size of $2.3 trillion in 2026³
• Amplifies Nuvei’s existing growth strategy
• Establishes Paya’s leading ISV and B2B capabilities in Nuvei’s global markets
• Accelerates growth by offering Nuvei’s solutions into Paya’s partners and customers in the U.S.
• Broadens strong ISV and eCommerce capabilities to enter new markets
• Expands M&A scope to include ISV, B2B and proprietary software opportunities
• Reinforces Nuvei’s compelling financial profile
• On a combined basis^[5] for the last twelve months (“LTM”) ended September 30, 2022, Combined Total volume^[6] was approximately $167 billion, Combined Revenue^[7] was approximately $1.1 billion, and Combined Adjusted EBITDA⁷ was approximately $429 million (which does not include up to $21 million of estimated run-rate cost synergies expected to be achieved within 24 months)^[8], and Combined Adjusted EBITDA less capital expenditures was approximately $380 million⁷. Nuvei’s LTM net income and revenue was $65 million and $835 million, respectively, and Paya’s LTM net income and revenue was $9.5 million and $277 million, respectively.

Transaction Details

The transaction has been unanimously approved by each party’s Board of Directors, and the Board of Directors of Paya intends to recommend the transaction to Paya’s stockholders. Pursuant to the terms of the agreement, Nuvei will commence a tender offer to acquire all outstanding shares of Paya for $9.75 per share in cash (approximately $1.3 billion of enterprise value (“EV”) for Paya). The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Paya’s outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. Following the successful completion of the tender offer, Nuvei will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The transaction is expected to close by the end of the first quarter of 2023.

The purchase price represents a 25% premium to the January 6, 2023 closing price and a 30% premium to the 90-day volume-weighted average share price (“VWAP”). The implied transaction multiple is approximately 13x EV/2023E Adjusted EBITDA^[9] based on consensus estimates for Paya (once the full benefit of expected synergies is taken into account). Paya’s net income for the LTM period ended September 30, 2022 was $9.5 million.

Nuvei expects to finance the acquisition with a combination of cash on hand, an existing credit facility and a new committed $600 million first lien secured credit facility (the “New Credit Facility”).^[10]

Nuvei’s net leverage ratio, defined as the ratio of consolidated net debt outstanding (outstanding credit facilities less cash), to consolidated adjusted EBITDA, calculated in accordance with the terms of Nuvei’s credit agreement, is expected to be less than 3x upon (and giving effect to) the closing of the transaction.

The proposed transaction is expected to deliver up to $21 million of estimated run-rate cost synergies within 24 months, as well as provide attractive revenue synergy upside potential by bringing Nuvei’s global capabilities as additional offerings to Paya’s partners and customers. The transaction is expected to be accretive to adjusted EPS in 2023.

An investment fund affiliated with GTCR LLC has entered into a tender and support agreement pursuant to which it has agreed, among other things, to tender its Paya shares pursuant to the tender offer, subject to certain conditions. This stockholder currently represents approximately 34% of the outstanding shares of Paya’s common stock.

The Merger Agreement also includes customary termination provisions for both Nuvei and Paya, and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by Paya to accept and enter into an agreement with respect to a superior proposal, Paya will pay Nuvei a termination fee of approximately $38 million.

Advisors

Barclays Capital Inc. is serving as the lead financial advisor to Nuvei. BMO Capital Markets, RBC Capital Markets and Evercore Group LLC have also provided financial advice to Nuvei.

Bank of Montreal and Royal Bank of Canada have provided committed financing to Nuvei. Davis Polk & Wardwell LLP and Stikeman Elliott LLP are serving as legal advisors.

J.P. Morgan Securities LLC and Raymond James & Associates, Inc. are serving as financial advisors to Paya and Kirkland & Ellis LLP is serving as Paya’s legal advisor.

Conference Call and Webcast Information

Nuvei’s management team will host a conference call to discuss details about the acquisition today, Monday, January 9, 2023, at 8:30 am ET.  The conference call will be webcast live from the Company’s investor relations website at https://investors.nuvei.com under the “Events & Presentations” section. A replay will be available on the investor relations website following the call.

The conference call can also be accessed live over the phone by dialing 877-425-9470 (US/Canada toll-free), or 201-389-0878 (international). A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 13735404. The replay will be available through Monday, January 16, 2023.

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 47 markets, 150 currencies and 586 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

About Paya Holdings

Paya (NASDAQ: PAYA) is a leading provider of integrated payment and frictionless commerce solutions that help customers accept and make payments, expedite receipt of money, and increase operating efficiencies. The company processes over $40 billion of annual payment volume across credit/debit card, ACH, and check, making it a top provider of payment processing in the US. Paya serves more than 100,000 customers through over 2,000 key distribution partners focused on targeted, high growth verticals such as healthcare, education, non-profit, government, utilities, and other B2B end markets. The business has built its foundation on offering robust integrations into front-end CRM and back-end accounting systems to enhance customer experience and workflow. Paya is headquartered in Atlanta, GA, with operations in Reston, VA, Fort Walton Beach, FL, Mt. Vernon, OH, and Dallas, TX.

Additional Information and Where to Find It

The tender offer described in this document has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Paya nor is it a substitute for any tender offer materials that Merger Sub (“Merger Sub”), a subsidiary of Nuvei, or Nuvei will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. A solicitation and an offer to buy shares of Paya will be made only pursuant to a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials, that Merger Sub intends to file with the SEC. At the time the tender offer is commenced, Paya will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.

INVESTORS AND STOCKHOLDERS OF PAYA ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.  SUCH DOCUMENTS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.

The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Paya at no expense to them. Free copies of these materials and certain other offering documents will be available by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Investors and stockholders of Paya will be able to obtain free copies of these materials (if and when available) and other documents containing important information about Paya and the proposed transaction once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Paya will be available free of charge on Paya’s website at www.Paya.com under the heading “Investors.”

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the terms and conditions of the Merger Agreement between Nuvei and Paya, dated January 8, 2023, which contain the full terms and conditions of the proposed transaction.

Presentation of Financial Information

All dollar amounts set forth in this press release are in United States dollars.

References to “LTM” in this press release means the trailing twelve-month period ended September 30, 2022. Nuvei’s financial information for the LTM period ended September 30, 2022 presented herein has been derived by adding Nuvei’s unaudited interim consolidated financial information for the nine months ended September 30, 2022 to its unaudited consolidated financial information for the three months ended December 31, 2021 presented in the MD&A for the year ended December 31, 2021 and 2020. Paya’s financial information for the LTM period ended September 30, 2022 presented herein has been derived by adding Paya's unaudited interim consolidated financial information for the nine months ended September 30, 2022 to its audited consolidated financial information for the fiscal year ended December 31, 2021 and subtracting its unaudited interim consolidated financial information for the nine months ended September 30, 2021.

Nuvei’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), and any financial information of Nuvei included in this press release has been derived from Nuvei’s annual or interim financial statements prepared in accordance with IFRS and has been prepared using accounting policies that are consistent with IFRS. Paya’s financial statements are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), and any financial information of Paya included in this press release has been derived from Paya’s annual or interim financial statements prepared in accordance with U.S. GAAP and has been prepared using accounting policies that are consistent with U.S. GAAP.

IFRS differs in certain material respects from U.S. GAAP. The financial information of Paya presented in this press release has not been adjusted to give effect to the differences between U.S. GAAP and IFRS or to accounting policies that comply with IFRS and as applied by Nuvei, nor has such financial information been conformed from accounting principles under U.S. GAAP to IFRS as issued by the IASB, and thus may not be directly comparable to Nuvei’s financial information prepared in accordance with IFRS. However, we have assessed the differences between U.S. GAAP and IFRS and have determined the impact to be immaterial on the combined financial metrics presented in this press release, such that no adjustments would be necessary.

Combined metrics presented in this press release are based on the summation of Nuvei’s financial information for the LTM period ended September 30, 2022 combined with Paya’s financial information for the LTM period ended September 30, 2022, before giving effect to the acquisition, advances and funds expected to be drawn under the committed credit facility and without any pro forma or other adjustments. The presentation of financial information on a combined basis does not comply with IFRS. The combined financial information included in this press release is unaudited and does not purport to be indicative of the Company’s results of operations and financial condition had Nuvei and Paya operated as a combined entity during the periods presented, and should not be considered as a prediction of the financial information that will result from the operations of the Company on a consolidated basis following the acquisition.

Non-IFRS and Other Financial Measures

The information presented in this press release includes non-IFRS financial measures, and supplementary financial measures, of Nuvei, namely Nuvei Adjusted EBITDA, Nuvei Adjusted EBITDA less capital expenditures, Combined Adjusted EBITDA, Combined Adjusted EBITDA less capital expenditures, Combined Revenue, Nuvei Total volume and Combined 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, including Paya’s. 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 Nuvei’s operating performance and thus highlight trends in Nuvei’s core business that may not otherwise be apparent when relying solely on IFRS measures. Nuvei also believes that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. Nuvei also uses these measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. Nuvei believes these measures are important additional measures of its 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.

The information in this press release also includes non-U.S. GAAP financial measures, and supplementary financial measures, of Paya, namely Paya Adjusted EBITDA, Paya Adjusted EBITDA less capital expenditures, and Paya Payment volume. These measures are not recognized measures under U.S. GAAP and do not have standardized meanings prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies, including Nuvei’s. Rather, these measures are provided as additional information to complement U.S. GAAP measures by providing further understanding of Paya’s results of operations. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of Paya’s financial statements reported under U.S. GAAP. Paya discloses Paya Adjusted EBITDA because this non-U.S. GAAP measure is a key measure used by it to evaluate its business, measure its operating performance and make strategic decisions. Paya believes Paya Adjusted EBITDA is useful for investors and others in understanding and evaluating its operations results in the same manner as Paya. However, Paya Adjusted EBITDA is not a financial measure calculated in accordance with U.S. GAAP and should not be considered as a substitute for net income, income before income taxes, or any other operating performance measure calculated in accordance with U.S. GAAP. Using this non-U.S. GAAP financial measure to analyse Paya’s business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in its industry may report measures titled adjusted EBITDA or similar measures, such non-U.S. GAAP financial measures may be calculated differently from how Paya calculates non-U.S. GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider these non-U.S. GAAP financial measures alongside other financial performance measures, including net income and Paya’s other financial results presented in accordance with U.S. GAAP.

Non-IFRS and Non-U.S. GAAP Financial Measures

Nuvei Adjusted EBITDA: Nuvei uses 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.

Nuvei Adjusted EBITDA less capital expenditures: Nuvei uses Adjusted EBITDA less capital expenditures (acquisition of intangible assets and property and equipment) as a supplementary indicator of operating performance. In the third quarter of 2022, Nuvei retrospectively modified the label of this measure from “Free cash flow” in order to clearly reflect its composition.

Paya Adjusted EBITDA: Paya Adjusted EBITDA represents earnings before interest and other expense, income taxes, depreciation, and amortization, or EBITDA and further adjustments to EBITDA to exclude certain non-cash items and other non-recurring items that Paya believes are not indicative of ongoing operations.

Paya Adjusted EBITDA less capital expenditures: Paya Adjusted EBITDA less capital expenditures is used as a supplementary indicator of Paya’s operating performance, and represents Paya Adjusted EBITDA less capital expenditures (purchases of property and equipment).

Combined Adjusted EBITDA: Combined Adjusted EBITDA is defined as the summation of Nuvei Adjusted EBITDA for the LTM period ended September 30, 2022 combined with Paya Adjusted EBITDA for the LTM period ended September 30, 2022, before giving effect to the acquisition, advances and funds expected to be drawn under an existing credit facility and the New Credit Facility and without any pro forma or other adjustments. Nuvei believes that this measure is useful supplemental information that may assist investors in assessing the acquisition.

Combined Adjusted EBITDA less capital expenditures: Combined Adjusted EBITDA less capital expenditures is defined as the summation of Nuvei Adjusted EBITDA less capital expenditures for the LTM period ended September 30, 2022 combined with Paya Adjusted EBITDA less capital expenditures for the LTM period ended September 30, 2022, before giving effect to the acquisition, advances and funds expected to be drawn under an existing credit facility and the New Credit Facility and without any pro forma or other adjustments. Nuvei believes that this measure is useful supplemental information that may assist investors in assessing the acquisition.

Combined Revenue: Combined Revenue is defined as the summation of Nuvei’s revenue under IFRS for the LTM period ended September 30, 2022 combined with Paya’s revenue under U.S. GAAP for the LTM period ended September 30, 2022, before giving effect to the acquisition, advances and funds expected to be drawn under an existing credit facility and the New Credit Facility and without any pro forma or other adjustments. Nuvei believes that this measure is useful supplemental information that may assist investors in assessing the acquisition.

Supplementary Financial Measures

Nuvei and Paya monitor the following key performance indicators to help them evaluate their business, measure their performance, identify trends affecting their business, formulate business plans and make strategic decisions. These key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.

Nuvei Total volume and eCommerce volume: Nuvei Total volume and similar measures are used widely among others in the payments industry as a means of evaluating a company’s performance. Nuvei defines Nuvei Total volume as the total dollar value of transactions processed in the period by customers under contractual agreement with it. Nuvei eCommerce volume is the portion of Nuvei Total volume for which the transaction did not occur at a physical location. Nuvei Total volume and Nuvei eCommerce volume do not represent revenue earned by Nuvei. Total volume includes acquiring volume, where Nuvei is in the flow of funds in the settlement transaction cycle, gateway/technology volume, where it provides its 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 Nuvei’s revenue is primarily sales volume and transaction-based, generated from merchants’ daily sales and through various fees for value-added services provided to its customers, fluctuations in Nuvei Total volume will generally impact its revenue.

Paya Payment volume: Paya Payment volume is defined as the total dollar amount of all payments processed by Paya customers through its services.

Combined Total volume: Combined Total volume means the summation of Nuvei Total volume for the LTM period ended September 30, 2022 combined with Paya Payment volume for the LTM period ended September 30, 2022, before giving effect to the acquisition and without any pro forma or other adjustments.

Reconciliation of Nuvei Total volume, Nuvei Revenue, Nuvei Adjusted EBITDA, Nuvei Adjusted EBITDA less capital expenditures and Nuvei Net income for the trailing twelve months ended September 30, 2022‍

Reconciliation of Nuvei Adjusted EBITDA and Nuvei Adjusted EBITDA less capital expenditures to Nuvei Net income

(a) These expenses relate to:

1. professional, legal, consulting, accounting and other fees and expenses related to Nuvei’s acquisition activities and financing activities. For the nine months ended September 30, 2022 and the three months ended December 31, 2021, those expenses were $6.2 million and $4.3 million respectively. These costs are presented in the professional fees line item of selling, general and administrative expenses.
2. acquisition-related compensation. For the nine months ended September 30, 2022 and the three months ended December 31, 2021, those expenses were $14.3 million and $4.5 million respectively. These costs are presented in the employee compensation line item of selling, general and administrative expenses.
3. change in deferred purchase consideration for previously acquired businesses. Gains of $1.0 million was recognized for the nine months ended September 30, 2022. No amount was recognized in 2021. These amounts are presented in selling, general and administrative expenses.
4. severance and integration expenses. For the nine months ended September 30, 2022, those expenses were $2.1 million. those expenses were immaterial for the three months ended December 31, 2021. These expenses are presented in selling, general and administrative expenses.

(b) These expenses represent expenses 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 nine months ended September 30, 2022 and the three months ended December 31, 2021, the expenses were comprised of non-cash share-based payments of $103.7 million and $32.9 million respectively, as well as respectively $0.1 million and $1.7 million of cash expenses for related payroll taxes.

(c) This line item 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.

Reconciliation of Paya Payment volume, Paya Revenue, Paya Adjusted EBITDA, Paya Adjusted EBITDA less capital expenditures and Paya Net income (loss) for the trailing twelve months ended September 30, 2022

Reconciliation of Paya Adjusted EBITDA and Paya Adjusted EBITDA less capital expenditures to Paya Net income (loss)

(a) Represents professional service fees related to mergers and acquisitions such as legal fees, consulting fees, accounting advisory fees, and other costs.

(b) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

(c) Represents costs associated with restructuring plans designed to streamline operations and reduce costs including costs associated with the relocation of facilities, certain staff restructuring charges including severance, certain executive hires, and acquisition related restructuring charges.

(d) Represents costs incurred to retire certain tools, applications and services that are no longer in use.

(e) Represents non-operational gains or losses, non-standard project expense, and non-operational legal expense.

Reconciliation of Combined Total volume, Combined Revenue, Combined Adjusted EBITDA and Combined Adjusted EBITDA less capital expenditures for the trailing twelve months ended September 30, 2022

(a) Does not include up to $21 million of estimated run-rate cost synergies expected to be achieved within 24 months.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws. 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, in each case as they relate to the Company, Paya or the combined business following the proposed transaction, although not all forward-looking information contains these terms and phrases. Particularly, statements relating to the proposed transaction and its expected consummation, the conditions precedent to the closing of the proposed transaction, the committed credit facility, available liquidities/cash on hand, the attractiveness of the proposed transaction from a financial perspective in various financial metrics; expectations regarding anticipated cost savings and synergies; the strength, complementarity and compatibility of the Paya business with Nuvei’s existing business; other anticipated benefits of the proposed transaction; Nuvei’s business outlook, objectives, development, plans, growth strategies and other strategic priorities; Nuvei’s estimated position and strengths in integrated payments, B2B and global eCommerce; the estimated size of addressable markets; and statements relating to Nuvei’s future growth, results of operations, performance, business, prospects and opportunities, the expected synergies to be realized and certain expected financial ratios; expectations regarding revenue synergies, up-selling and cross-selling opportunities and intention to capture an increasing share of addressable markets, and other statements that are not historical facts constitute forward-looking information. The Russia and Ukraine conflict, 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, including, among other things, assumptions about the satisfaction of all closing conditions (such as regulatory approval for the proposed transaction and the tender of at least a majority of the outstanding shares of common stock of Paya) and the successful completion of the proposed transaction within the anticipated timeframe; Nuvei’s ability to retain and attract new business, achieve synergies and strengthen its market position arising from successful integration plans relating to the proposed transaction; Nuvei’s ability to otherwise complete the integration of the Paya business within anticipated time periods and at expected cost levels; Nuvei’s ability to attract and retain key employees in connection with the proposed transaction; management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the proposed transaction and resulting impact on growth in various financial metrics; assumptions regarding foreign exchange rate, competition, political environment and economic performance of each region where Nuvei and Paya operate; the realization of the expected strategic, financial and other benefits of the proposed transaction in the timeframe anticipated; and the absence of significant undisclosed costs or liabilities associated with the proposed transaction.

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, Nuvei’s inability to successfully integrate the Paya business upon completion of the proposed transaction; the possible delay or failure to satisfy the conditions to the closing of the proposed transaction; legal proceedings that may be instituted related to the Merger Agreement; the risk that the proposed transaction may not be completed in a timely manner, or at all; the potential failure to obtain the regulatory approvals in a timely manner, or at all; the potential failure to realize anticipated benefits from the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement, including as a result of a superior proposal; Nuvei or Paya being adversely impacted during the pendency of the proposed transaction; change of control and other similar provisions and fees, and the risk factors described in greater detail under “Risk Factors” of the Company’s annual information form filed on March 8, 2022 (the “AIF”) and Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. The foregoing list is not exhaustive and other unknown or unpredictable factors could also have a material adverse effect on the performance or results of the Company, Paya or the combined business following completion of the proposed transaction. There is no certainty, nor can the Company provide any assurance, that the conditions to closing of the proposed transaction will be satisfied or, if satisfied, when they will be satisfied. If the proposed transaction is not completed for any reason, there is a risk that the announcement of such transaction and the dedication of substantial resources of the Company and Paya to the completion thereof could have a negative impact on the Company’s and Paya’s operating results and business generally, and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company and Paya. In addition, failure to complete the proposed transaction for any reason could materially negatively impact the market price of the Company’s and Paya’s securities. The Company and Paya have also incurred significant transaction and related costs in connection with the proposed transaction, and additional significant or unanticipated costs may be incurred.

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, the Company and Paya 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.

Nuvei Investor Contact

Anthony Gerstein

Nuvei Corporation

Vice President, Head of Investor Relations

anthony.gerstein@nuvei.com

Nuvei Media Contact

Guillaume Conteville

Nuvei Corporation

Chief Marketing Officer

guillaume.conteville@nuvei.com

Paya Investor Contact

Paya Holdings Inc.

ir@paya.com

Paya Media Contact

Paya Holdings Inc.

pr@paya.com

[1] Bain Future of Payments report, 2023.

[2] Flagship Advisory Partners report, 2022.

[3] Cantor Fitzgerald Initiating Coverage report, June 2021.

[4] Paya Company Overview Presentation, August 2020. Based on 2019 U.S. Card Volume.

[5] Combined metrics presented in this press release are based on the summation of Nuvei’s financial information for the LTM period ended September 30, 2022 combined with Paya’s financial information for the LTM period ended September 30, 2022, before giving effect to the acquisition, advances and funds expected to be drawn under the credit facilities and without any pro forma or other adjustments. See “Presentation of Financial Information” below.

[6] Combined Total volume does not represent revenue earned by the Company or Paya, as applicable, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company or payments processed by Paya’s customers through its services, respectively.

[7] Combined Adjusted EBITDA, Combined Adjusted EBITDA less capital expenditures and Combined Revenue are non-IFRS measures. 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.”

[8] Integration-related costs required to realize such cost synergies estimated at approximately $4.5 million in the aggregate.

[9] Based on 2023 consensus estimates according to FactSet, assuming the full benefit of estimated run-rate cost synergies of approximately $21 million are taken into consideration, but excluding integration-related costs required to realize such cost synergies estimated at approximately $4.5 million in the aggregate.

[10] Senior secured pari passu first lien reducing revolving credit facility. Maturity is expected to be coterminous with Nuvei’s existing term loan facility.

‍

LONDON and MONTREAL, Dec. 16, 2020 – Nuvei Corporation (“Nuvei” or the “Company”) (TSX: NVEI and NVEI.U), the payment technology partner of thriving brands, announces it has enhanced its payment authorization platform to include a smart and dynamic solution for Strong Customer Authentication (SCA) compliance. The Company now offers a variety of customization options to ensure compliant and optimized payment processing flows.

Merchants who have not transitioned from 3D Secure 1 (3DS1) to 3D Secure 2 (3DS2) must implement a compliant solution prior to the enforcement deadline for Payment Services Directive 2 (PSD2) SCA, starting December 31, 2020 in the EU, or face potential fines and a decline in acceptance rates. For merchants who have not yet implemented 3DS2, the transition may seem daunting and burdensome, with the prospect of processing issues potentially affecting acceptance rates, presenting a significant concern. Nuvei’s solution ensures its clients’ transactions remain secure and optimized, even during times of regulatory changes.

Nuvei enables existing and new customers alike to take advantage of its fully compliant and customizable solution. Merchants can now define a set of criteria to route transactions to 3DS2 or 3DS1, as long as the latter is commercially available. Merchants can also define rules to avoid routing transactions to 3DS entirely for trusted or returning customers.

“Our approach to SCA is to minimize the level of complexity for merchants and their clients to provide a seamless payment experience,” said Philip Fayer, Nuvei’s chairman and CEO. “Our goal is to optimize transactions and ensure the best possible conversion rates, while maintaining the highest levels of security.”

Nuvei offers several mechanisms to keep merchants’ acceptance rates high and avoid possible fallout from the transition to 3DS2. The solution offers continued support for 3DS1 to prevent acceptance rate decreases. Merchants can choose to automatically cascade 3DS2 and 3DS1, so that in case 3DS2 authentication fails, the customer is asked to authenticate via 3DS1. The solution is also fully agnostic and allows 3DS authentication to be performed using Nuvei’s proprietary 3DS authentication services, or via several other authentication services; these, too, can be set to cascade. By configuring cascading rules, merchants can safeguard against technical downtime and combat authentication decline. It also offers optimal 3DS user experience for customers, preventing cart abandonment and promoting a swift payment process.

For new and existing merchants, integration is easy, via a hosted payment page, API, or SDKs. Once integrated, a dedicated SCA dashboard and comprehensive reports are available, including high-level analytics as well as transaction-level deep-dives. To ensure onboarding success, Nuvei offers complimentary expert in-house consultation, traffic optimization and risk analysis services.

About Nuvei

We are Nuvei, the payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform offers direct connections to all major payment card schemes worldwide, supports over 450 local and alternative payment methods and 150 currencies. Our purpose is to make our world a local marketplace. Learn more at www.nuvei.com.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements regarding Nuvei’s enhanced payment authorization platform and compliance with Strong Customer Authentication requirements. 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 those described under “Risk Factors” in Nuvei’s supplemented prep prospectus dated September 16, 2020. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake 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.

Contact:

‍Investor Relations
NuveiIR@icrinc.com

Public Relations
Nuvei-PR@icrinc.com

MEXICO CITY, Oct. 19, 2020 – Nuvei Corporation (“Nuvei”) (TSX: NVEI and NVEI.U), the global payment technology partner of thriving brands, announced today the expansion of its local Mexican acquiring platform.

SafeCharge Payments Mexico, S.A. de C.V. (the “Company”), an indirect subsidiary operating under the brand name Nuvei, is now licensed with the Comisión Nacional Bancaria y de Valores (CNBV), Mexico’s banking and securities regulator, and Banco de México, Mexico’s central bank.

The CNBV is an independent agency of Mexico’s Secretariat of Finance and Public Credit body. The autonomous agency supervises and regulates the Mexican financial system. The license is the latest addition to Nuvei’s ongoing global expansion initiatives, furthering its local payment capabilities, technologies and business relationships throughout Latin America and other regions of the world.

The CNBV license was granted due to the Company’s solid standing as a local payment provider in Mexico, along with Nuvei’s international size and scale. Licensing will enhance the ability to perform local acquiring in the Mexican market. The Company is currently the only non-bank affiliated online processor to receive the license, underscoring its commitment to identify and serve the unique needs of local and regional merchants throughout the country, while adhering to industry best-practices and regulations to protect fair trade and commerce.

Licensing and endorsement have now been granted by the main financial governing bodies in Mexico. In addition to the CNBV and Banco de México, the Company has a direct relationship with PROSA, the main payment processor in Mexico. The additional licenses will provide value to both local and global merchants seeking to increase authorization rates, reduce potential fraud and benefit from fully-supported local acquiring in Mexico and across Latin America, all through Nuvei’s single integrated platform.

Nuvei’s chairman and CEO Philip Fayer stated that the license is anticipated to have a positive effect, both for its clients and stakeholders.

“We expect the CNBV license to further improve our position when pursuing new financial and business relationships within the Mexican regulated market,” he said. “It also allows us to open new channels of communication with the Mexican government and local financial institutions, expanding and strengthening our trusted network as we work to securely and reliably process local and cross-border payment transactions.”

About Nuvei

We are Nuvei, the payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform offers direct connections to all major payment card schemes worldwide, supports 450 local and alternative payment methods (assuming the successful completion of the Company’s acquisition of Coöperatieve Vereniging Smart2Pay Global Services U.A.) and nearly 150 currencies. Our purpose is to make our world a local marketplace. For more information, visit www.nuvei.com.

Forward-Looking Information

‍This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements with regards to the potential opportunities arising from the CNBV and Banco de México licensing. 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 those described under “Risk Factors” in Nuvei’s final base PREP prospectus. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake 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.

Contact:

‍Investor Relations
NuveiIR@icrinc.com

Public Relations
Nuvei-PR@icrinc.com

Montreal, February 4, 2021 – Nuvei Corporation (TSX: NVEI and NVEI.U), the payment technology partner of thriving brands, today announced that it has enhanced its suite of chargeback protection solutions as part of its full-stack payments offering for online businesses. At a time when chargeback rates are at an all-time high, these additions provide comprehensive protection for businesses operating online.

The COVID-19 pandemic and its subsequent lockdowns accelerated the growth of online commerce, and the number of chargebacks grew in tandem. Chargebacks are a major loss of revenue for merchants because they mean more than a lost sale. Chargebacks can lead to fines and higher processing costs.

It is with these issues in mind that Nuvei enhanced its chargeback suite. Integration with Nuvei now provides multiple layers of protection that can prevent chargebacks before they happen and mitigate the damage of those that do occur. According to recent internal data, 40 percent of chargebacks or more can be prevented with these enhancements.

These include Dynamic 3D Secure, a smart routing engine that functions in compliance with the recently enacted PSD2 regulations. By sending transactions on the Strong Customer Authentication challenge route, chargeback liability is shifted from the merchant to the issuer. Seamless payment experiences are maintained with an exemption engine, which analyzes the risk of each transaction to select which can be safely routed to a shorter payment pathway. Ethoca from Mastercard, also available via the same integration, provides real-time alerts when chargebacks are requested.

Other key elements to Nuvei’s chargeback suite are integrations with Visa Verifi’s Order Insight and Rapid Dispute Resolution. In cases of dispute, these products facilitate merchant customer communication and perform refunds without registering chargebacks, respectively.

Furthermore, Nuvei is integrated with more than 200 acquirers worldwide, which allows the provider to balance chargeback ratios by monitoring acquirer performance and routing transactions accordingly.

“After years of powering digital commerce, we acutely understand the negative impacts of chargebacks and fraud. And over the last year, with online payments at an all-time high, it became even more imperative for businesses to be protected at every stage of the transaction process,” said Philip Fayer, chairman and CEO at Nuvei. “We’ve enhanced our chargeback suite to deliver even greater coverage against fraud and preventable customer disputes, helping merchants retain more revenue and reduce potential reputational damage.”

Nuvei’s chargeback suite is acquirer and payment provider-agnostic, and available through one custom integration: via a hosted payment page, Web SDK, or API. The same integration gives merchants full access to more than 450 alternative payment methods and Nuvei’s other business-optimization solutions.

About Nuvei

We are Nuvei (TSX: NVEI and NVEI.U), the payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform offers direct connections to all major payment card schemes in over 200 markets worldwide, supports 450 local and alternative payment methods and nearly 150 currencies. Our purpose is to make our world a local marketplace. For more information, visit www.nuvei.com.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements with regard to potential reduction in chargebacks and fraud prevention. 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 those described under “Risk Factors” in Nuvei’s final base PREP prospectus. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake 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.

Contact:

Investor Relations
IR@nuvei.com

Public Relations
PR@nuvei.com

MONTREAL, MAY 6, 2025 – Nuvei, the global payments accelerating business, today announced the strategic expansion of its B2B payments capabilities for the U.S. construction sector – a high-growth vertical projected to reach $1.54 trillion by 2028. ¹ The move reinforces Nuvei’s vertical market strategy, enabling the company to deepen its footprint in construction by embedding payments into the software platforms most critical to industry operations.

This expansion includes new integration support for Sage Intacct Construction Real Estate (CRE), enhancing Nuvei’s existing support for Sage 100 Contractor and Sage 300 CRE. The move reinforces Nuvei’s vertical market strategy, enabling the company to deepen its footprint in construction by embedding payments into the software platforms most critical to industry operations.

Construction businesses leveraging this new integration can improve cash flow and reduce administrative friction, with:

• Real-time payment processing

• Automated invoicing

• Seamless reconciliation

• Surcharging capabilities to recover credit card processing costs and improve profitability without increasing prices

These capabilities are designed to address the unique payment complexities of the construction industry, including multi-tiered subcontractor relationships, lien waiver compliance, tax workflows, and project-based billing cycles, which have traditionally resulted in delayed payments, manual processes, and strained cash flow.

The U.S. construction market is expected to grow at a 5.0% CAGR from 2024 to 2028¹, with digital payment adoption among contractors, subcontractors, and suppliers accelerating amid ongoing digitization of project finance operations. Nuvei is uniquely positioned to address these industry-specific challenges with its specialized payment solutions that eliminate manual work, improve operational efficiency, and accelerate cash flow – critical factors for success in the construction sector. Its platform is backed by expert consulting and support teams with decades of industry experience, ensuring clients receive both technological and practical expertise.

Philip Fayer, Nuvei Chair and CEO, commented on the announcement: “The construction industry has historically been underserved when it comes to payment technology. With our latest integration into Sage Intacct CRE, we're enabling thousands of firms to reduce complexity and accelerate cash flow. This is a prime example of Nuvei’s strategy to create value by aligning deep vertical expertise with embedded payments infrastructure.”

¹ Source: U.S. Construction Outlook, ResearchAndMarkets.com, 2024

About Nuvei  

Nuvei 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.  

For more information, visit www.nuvei.com

Contact:  

Public Relations

alex.hammond@nuvei.com

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