Stay informed with Nuvei’s updates on payments, innovations, and strategies to accelerate your business.
Unlock seamless financial transactions with Interac and Instant Bank Transfer. Enjoy rapid, secure payments anytime, anywhere.
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.
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.
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.
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.
Unlock seamless financial transactions with Faster Payments and Pay with Bank Transfer. Enjoy rapid, secure payments anytime, anywhere.
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.
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.
Enjoy secure, hassle-free payments directly from your bank account with Pay with Bank transfer, powered by American Express but accessible to all.
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.
Unlock seamless financial transactions with SEPA and SEPA Instant Credit Transfer. Enjoy rapid, secure payments anytime, anywhere.
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.
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.
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.
Protect your customers' data and prevent fraud. Say goodbye to chargebacks with our guaranteed solution.
Discover Nuvei's U.S. Bank Transfer services for seamless, rapid, and secure payments. Leverage ACH, RTP, and FedNow networks for flexible money transfers.
Enjoy effortless transactions, instant payment options, and transparent reporting. Protect your business with our Assured Funds guarantee.
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.
Mitigate payment risks effectively with Nuvei's Assured Funds, an insurance solution designed to protect businesses from potential losses caused by unauthorized, returned payments.
Ensures protection against unpaid transactions and fraud. We assume the risk and handle collections, letting you focus on business.
Guarantees funds on all returns, including unauthorized returns. Rapid merchant funding accelerates settlement and payment.
Prevent fraud and reduce returns with smart approval logic. We offer three validation levels for your unique business needs.
Enhanced security, real-time validation, and commercially reasonable bank account validation.
Powerful add-on that offers a deeper level of validation and greater fraud prevention.
Reduces administrative and NSF returns by providing the latest status of customer bank accounts.
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.
Discover Nuvei's seamless issuing payment solutions, including customizable physical and virtual cards, unified acquiring and issuing, and data-driven insights.
Just like a finely tuned race car, every marginal improvement in your payment processes can lead to big growth. Maximize your approval rates and revenue with Nuvei's issuing solution.
Elevate your brand with Nuvei’s customizable physical cards.
Put your brand in your customers’ wallets and give them ability to pay with your card for their day-to-day expenses.
Streamline vendor payments swiftly and cost-effectively with Nuvei’s virtual card.
Combine card issuing with acquiring and settlement accounts, all on one platform.
Optimize your cash flow with the precision of a pit crew, supporting your business to lap the competition.
Unlike other card issuers, Nuvei’s unified payments platform bridges your acquiring and card issuing, ensuring funds flow seamlessly across your business without any delays.
Maximize your revenue and make informed business decisions with Nuvei's data-driven insights.
Nuvei’s powerful reporting technology allows you to see holistic payments data and detailed transaction information—all on a single platform.
Propel your business to the front of the pack with Nuvei's custom tailored payments.
Our issuing solution enables you to benefit from simpler, faster customer payouts, innovative accounts payable features, and streamlined B2B travel.
Drive smarter decisions with Nuvei's Analytics Dashboard. Access holistic payment data and detailed transaction insights on a single platform for improved business outcomes.
Integrate with our global data hub to maximize potential revenue. Automate data and report distribution to optimize your transactions.
Access your payment activities and manage your merchant account data across all channels. Deep-dive into analytics, including traffic optimization, leading to higher approval rates and revenues
Real-time reports, processing comparisons, and case management all help identify opportunities to increase revenue and reduce lost sales.
Convert more payment transactions through data-driven rules and innovative routing powered by advanced analytics.
Run reports and optimize payments from one central dashboard.
Designed to scale with your business, Nuvei’s Control Panel is ideal for accommodating growth and evolving requirements without loss of performance.
With robust security built in, rest assured sensitive business and customer data is protected.
Smooth our your customer journey with intelligent exemption selections.
Our proprietary and powerful engine identifies the exemption types most likely to gain approval, ensuring a hassle-free experience for your customers.
Increase revenue, plus save time and money by automating your data streams. Get more control over fees, deposits, withdrawals, account balances and chargebacks.
Plus, get timely, meaningful information that allows you to stay ahead of the competition. For wherever business takes you next.
Boost your business with Nuvei's real-time payments. Experience seamless, instant transaction processing to enhance cash flow and stay compliant with secure payment solutions.
Enjoy quick, effortless transactions online or by phone, backed by our customizable fraud prevention and assured funds guarantee. Benefit from clear, detailed reporting for complete transparency.
Why wait? Experience lightning-fast fund transfers with our instant payment solutions. Streamline your financial operations with ease and speed and delight your customers.
Harness the power of instant, real-time payments with our global network of providers. Our expansive reach offers unparalleled bank and country coverage, keeping you at the forefront of the financial world.
Boost your revenue and provide exceptional convenience to customers worldwide, facilitating growth at the speed of now.
Embrace a world where intricate transaction processes are replaced by a streamlined, intuitive experience.
This shift promises not only higher conversion rates but also reduced processing costs, and a fortified security environment.
Experience cost-efficient, reliable, and fast bank transfers with Nuvei. Streamline your payment processing, elevate customer satisfaction, and boost conversion rates globally.
Meet the fast-paced needs of your organization with our rapid and instant payment options that pave the way for growth. Our Open Banking Technology and vast global partnerships offer a competitive edge. Every major market and network, all through a single integration.
Our bank transfer solutions give your customers the advantage of paying with their banking information, all within your regular checkout experience.
Say goodbye to confusing transaction flows and hello to higher conversion rates, lower processing costs, and enhanced security.
Our bank transfer solutions are designed with your customers' preferences in mind, offering them a broader range of payment options that cater to their diverse needs.
This not only simplifies transactions but also broadens your appeal to a wider audience, including those who prefer not to use credit cards or seek alternatives to traditional payment methods.
Step into a realm of unparalleled security with our zero chargeback solutions, designed to safeguard your business against fraud while securing your customers' sensitive data.
Our guaranteed solution assures that once a payment is made, it cannot be reversed by the payer. Unlike credit card payments which can be disputed by the cardholder, we make chargebacks a thing of the past.
Offer your customers a seamless payment experience while enjoying the benefits of lower processing fees compared to traditional credit card transactions.
This cost-effective solution not only makes payments more affordable but also enhances operational efficiency, allowing you to invest more in growing your business.
Get unmatched country and bank coverage with our extensive network of global providers. Stay ahead of the curve and expand your revenue streams. Delight your customers with unparalleled convenience no matter where they are.
Automated Clearing House (ACH), Real-time Payments (RTP®), FedNow
SEPA, SEPA Instant
Faster Payments, Pay with Bank Transfer
Interac®
Streamline your financial processes with Nuvei's Reconciliation Management. Automate and manage payment reconciliation effortlessly for improved accuracy and efficiency.
With a streamlined process, everything is faster, more accurate and less expensive to manage.
Automatically match and reconcile your payments across multiple service providers and data sources. We can connect, integrate and monitor any new method.
With a streamlined process, everything is faster, more accurate and less expensive to manage.
Nuvei Reconciliation Manager+ takes care of the entire process all the way from implementation to updates, and reporting.
Save more time, reduce customer support tickets, spot technical issues and save more money.
Master your payment operations with Nuvei's Payment Orchestration. Streamline and manage complex payment flows with our comprehensive tools for maximum control and insight.
Control and manage the entire payment process for optimal performance, sales and revenue.
Optimize and control your payment experience through the Control Panel of the Payment Orchestration hub.
Manage settings that can boost acceptance rates, increase security and reduce declines or capture more revenue.
Boost your transaction approval and authorization rates by managing online exemption submissions.
More detailed data points mean more authorizations, better security, and a personalized, seamless experience for your customers.
Convert more payments by avoiding declined transactions. From one dashboard, you can set and manage data-driven rules.
Advanced analytics power innovative transaction routing.
Nuvei chargeback management tools can prevent and eliminate potential chargebacks before they happen - and mitigate the damage of those that do.
Keep on top of business performance with a crystal-clear view of your payments data across all channels.
Sometimes all you need is a nudge in the right direction. Business Coach is there to highlight when you could be achieving higher sales or customer engagement.
Business Coach offers actionable tips and key business metrics to help grow your business.
Streamline your Web3 business with Nuvei's painless fiat-crypto conversion. Partner with us for seamless blockchain payment technologies and infrastructure to drive your crypto success.
Offering an unmatched range of services, we empower hundreds of partners to enable millions of people to buy billions of dollars in digital assets. We are the leading payment partner of over 450 leading exchanges, wallets, brokers, coins, NFT platforms and blockchain games.
Nuvei's fiat on-ramp and off-ramp provides a smooth experience for converting between fiat and cryptocurrencies. Accessible to both those with no blockchain experience and on-chain gaming experts through a single API.
Join hundreds of global businesses and discover the power of fiat-crypto conversion on demand delivered by fully licensed, publicly listed provider.
Stablecoins are becoming a true alternative form of payment to offer to merchants on top of more traditional payment methods.
We enable real-time stablecoin transactions, easy conversion between fiat and stablecoins, and comprehensive settlement services tailored to meet your needs.
One partnership for all your crypto business needs. Enable your blockchain assets for seamless onramps with 100+ fiat currencies, globally.
Accelerate transactions and enhance data accuracy, plus boost customer loyalty through our innovative crypto payment options. Experience the confidence of partnering with a provider that goes beyond fraud prevention to offer full-scale payment processing support.
Cryptocurrency payments broaden market access and lower costs by eliminating intermediaries, offering global reach with minimal transaction fees.
Crypto is transforming gaming, offering significant advantages. Larger transaction limits, quicker payouts, and enhanced security minimize the need to share banking information.
With lower fees and global fund access, cryptocurrencies offer convenience and signals innovation. Additionally, players can receive bonuses as incentives for using crypto, enriching their gaming experience.
Nuvei leads the move to Web 3.0, making your blockchain and Metaverse projects successful. With top partnerships and tools, we help you stand out.
Our approach gives users full control over their digital assets and privacy, boosting confidence in digital exploration.
Elevate the buying experience with Nuvei's embedded financial services. Discover seamless integration today and transform your revenue streams.
Keep customers within your ecosystem by adding financial services into your payment mix. Offer bank deposits and payouts, as well as cards and financing. Make it easier for customers to buy more, more often.
Expand your global reach and optimize transactions with Nuvei Business Accounts. Deliver real-time funds access, lower fees, and seamless integration to enhance efficiency and financial control.
Streamline your financial operations with Nuvei as your single partner for acquiring, issuing, and banking services.
Elevate your brand and streamline payments with Nuvei’s customizable physical and virtual cards, offering seamless and secure transactions across all channels.
We take care of all the back-office complications including card scheme approval, global regulatory compliance, technical setup and card manufacturing.
Your business moves fast. Make sure your financing can, too.
Access funds quickly to achieve your goals and seize more opportunities. No banks or red tape involved.
Grow your business with industry-leading buy now, pay later options. Get paid upfront while offering customers flexible payment terms.
Make it easier for your customers to get what they need right now. Best of all, it's integrated seamlessly into the checkout experience.
Mitigate chargeback risks with Nuvei's effective resolution services. Streamline dispute processes, reduce fraudulent claims, and protect your revenue with our advanced tools.
Prevent the majority of would-be chargebacks before they materialize. Transactions are protected with pre-chargeback mitigation, smart fraud-screening, alerts and communications.
Reduce the costs of disputes and chargebacks with Nuvei Chargeback Resolve. Every chargeback actioned is centralized and managed through Nuvei’s Control Panel. The whole process maximizes transparency and efficiency.
Control disputes or chargebacks quickly and easily with integrated solutions from Visa and Mastercard.
Facilitate global commerce with Nuvei's Currency Management. Simplify FX transactions, enhance payment flexibility, and offer customers native currency options for improved satisfaction.
Whether your customers want to do business with you online or in-store, we make it easier to do business with and encourage return visits.
According to Insider Intelligence’s Global eCommerce report, 92% of customers prefer to buy from sites that price items in their local currency.
Make buying simple and frictionless for customers while receiving settlement and reporting in your domestic currency.
By offering customers pricing in their domestic currency, you can make card purchasing transparent and trustworthy while earning a percentage commission.
Protect your business with Nuvei's Fraud & Risk Management solutions. Minimize threats and secure data while maintaining a smooth customer experience.
From advanced fraud detection to industrial grade tokenization and KYC, Nuvei protects you and your customers.
Transaction data is our greatest weapon in the fight against fraud. Crush false positives with a powerful set of customizable tools without compromising customer experience.
Replacing sensitive data with a secure token means faster and more secure payments that can help create a better customer experience.
Through a combination of our agnostic and network tokenization features, we offer one of the most flexible and complete solutions in the market.
We recognize the need for the highest security available to protect you and your customers. In compliance with PCI Data Security Standards, we have met and surpassed all requirements set forth as a Level 1 Service Provider.
Our technology and expert staff can help you reduce risk, chargebacks and simplify PCI DSS compliance.
oost your transaction approval rates with Nuvei's Authorization Optimization. Benefit from advanced analytics and tailored strategies to enhance payment success and revenue.
Just like driving a finely tuned race car, every small improvement made adds up to significant gains. Maximize approval rates and revenue with features designed to guide every payment from checkout to completion.
Discover the future of optimized commerce with our AI-powered intelligent authorization solutions.
Fire up your revenue engine by boosting authorization success rates through our pre-transaction optimization tools.
Direct transactions intelligently to different banks. Increase sales and conversion rates by improving the chance of successful payment.
Generate more revenue and higher approvals by enabling virtually limitless routing possibilities. Every major payment service and gateway is supported.
Dive into a world where every transaction parameter is meticulously adjusted and optimized. Leverage artificial intelligence to ensure a smooth and successful checkout experience.
Watch your conversion rates soar as we intelligently re-attempt transactions to secure success.
Elevate your payment strategy with insight-driven authorizations. With AI-driven tools built into our analytics suite, leverage the data you need for every transaction and authentication flow.
Steer your transaction traffic towards smoother roads and higher approval rates. Tailored insights mean you're in the driver's seat, accelerating towards optimized authorizations and financial performance.
Proposed Acquisition Would Create a Preeminent Payment Technology Provider with Strong Positions in Global eCommerce, Integrated Payments and B2B
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.”
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.
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.
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.
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
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.
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.”
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.
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.
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.
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.
(a) These expenses relate to:
(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.
(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.
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.
Anthony Gerstein
Nuvei Corporation
Vice President, Head of Investor Relations
Guillaume Conteville
Nuvei Corporation
Chief Marketing Officer
guillaume.conteville@nuvei.com
Paya Holdings Inc.
Paya Holdings Inc.
[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.
eCommerce payments collaboration helps retailers accelerate their growth and profitability
MONTREAL – January 17, 2023 – Nuvei Corporation (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company and VTEX (NYSE: VTEX), the global enterprise digital commerce platform for premier brands and retailers, announced today a global partnership that will provide greater flexibility and customization for retailers as VTEX expands deeper into Latin America and new markets across Asia Pacific, North America and Europe.
To help address the changing dynamics of global retail business, VTEX is always looking at ways to help its premier client brands and retailers sell faster and more effectively. With this new partnership already available for VTEX’s customers around the globe, retailers and brands benefit from Nuvei’s advanced acceptance rate optimization capabilities, seamless onboarding, and a fully customized approach to accelerate their revenues.
As a global enterprise-grade digital commerce and marketplace platform, VTEX has more than 2,400 customers and over 3,200 online stores in 38 countries. It works with blue-chip clients such as Sony, AbInbev, L’Oreal, Carrefour, Mazda, Motorola, Black & Decker, Levis, and Whirlpool.
Nuvei was also selected by VTEX for the depth of its local payment technology expertise in key markets such as Brazil, Mexico, Colombia, Singapore, and Hong Kong, combined with the breadth of its cross-border payment capabilities that include access to more than 580 alternative payment methods in more than 200 markets.
“Most companies today force brands to choose between customization or agility. At VTEX, we take a different approach. We deliver unprecedented time-to-revenue with an extensive set of capabilities. That is why this partnership is so strategic,” said Santiago Naranjo, Chief Revenue Officer at VTEX. “From the outset, Nuvei understood our clients’ needs and showed how to customize payments technology at speed with scale,” Naranjo added.
Nuvei Chair and CEO Philip Fayer commented on the partnership: “We help businesses grow and connect with their customers. VTEX is a global technology company that values collaboration and innovation. We’re proud to be supporting them amid their global expansion.”
VTEX (NYSE: VTEX) is the enterprise digital commerce platform where global brands and retailers run their world of commerce. VTEX puts its customers’ businesses on a fast path to growth with a complete Commerce, Marketplace, and OMS solution. VTEX helps global companies build, manage and deliver native and advanced B2B, B2C, and Marketplace commerce experiences with unprecedented time to market and without complexity. As a leader in digital commerce platforms, VTEX is trusted by more than 2,400 customers, such as AbInbev, Carrefour, Colgate, Motorola and Whirlpool, having over 3,200 active online stores across 38 countries (as of FY ended on December 31st, 2021). For more information, visit www.vtex.com.
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 45+ markets, 150 currencies and more than 580 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.
Investor Relations
Public Relations
New research from Nuvei and Edgar, Dunn & Company highlights the opportunities Payment Orchestration bring to revenue growth
MONTREAL, April 5, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, has revealed that three-quarters of eCommerce businesses (75%) say they need greater levels of support to optimize their payments function due to a reliance on an increasing number of payments providers.This data is available in Nuvei’s latest whitepaper Payment Orchestration: A practical guide to optimizing payment performance. Nuvei partnered with Edgar, Dunn & Company (EDC) to survey over 100 international businesses across a variety of verticals that sell online to consumers.
Capitalizing on the benefits of the multi-vendor model In an increasingly complex landscape, more than half (54%) of online businesses are now using at least six payment providers to optimize their checkouts as they look to scale into new markets, win new customers, and grow revenue. A third (33%) have direct acquiring relationships with at least five banks.
The rise of this multi-vendor model is a direct result of eCommerce businesses understanding that there is a real opportunity to accelerate growth. Harnessing the power of best-in-class payments technology in every market they operate, and for every relevant payment method, is critical for businesses to optimize their payments performance.
But businesses are also aware that a lack of coordination and optimization of these complex set ups may have a negative impact on their revenues as well, including permanently losing customers. The research shows that 59% of businesses believe that customers who have experienced a false decline will not give businesses a second chance. It also shows that alternative payment methods are becoming more important to eCommerce, with only 23% of online businesses’ checkouts now have three available payments methods or less.
There is a clear role for payments orchestration in providing the control online businesses need to effectively optimize their backend payments flow. Without Payment Orchestration businesses are unable to set specific and intricate rules for payments acceptance to boost conversion and revenue, and they also do not have full visibility of their performance with which to make informed decisions.
This is evident in the whitepaper research. Businesses told Nuvei they have a variety of specific motivations for implementing a Payment Orchestration solution, including a reduction in the cost of payment acceptance, greater efficiency internally, and a wider acceptance of more payment methods. Many merchants intend to optimize payment conversion with smart routing capabilities to increase revenue.
Nuvei’s practical guide helps eCommerce businesses implement and get maximum value from their Payment Orchestration Platform (POP). When integrated effectively, Payment Orchestration can enable businesses to improve their overall payment performance through enhanced efficiency, security, flexibility, and scalability.
Nuvei Chair and CEO Philip Fayer commented on the research: “Our mission is to connect our customers to their customers, wherever they are and however way they want to pay. Offering an industry-leading Payment Orchestration Platform is critical to doing that successfully. It is clear from our research that more and more businesses recognize the need for orchestration, but also that many are still struggling to understand what this means in practice. This whitepaper provides excellent insights into implementing Payment Orchestration effectively.”
Peter Sidenius, Edgar, Dunn & Company CEO, added: “It is key for businesses to manage payments efficiently as it is the last step in the purchase process. Payments have become increasingly complex, especially for businesses with various subsidiaries, operating in multiple geographies, selling in different currencies and offering different payment methods. Payment Orchestration is considered by an increasing number of businesses as the solution to retain control of their payment stack. It is a major driver to generate additional revenue, optimize payment acceptance cost and increase operational efficiency.”
Download Payment Orchestration: A practical guide to optimizing payment performance here.
Edgar, Dunn & Company conducted the research in Q4 2022 and in early Q1 2023. This involved conducting primary and secondary research, including the completion of in-depth interviews with large multinational B2C businesses. A survey was also conducted at the beginning of 2023. The survey has been administered online to more than 100 international businesses that sell online to consumers with a sample of respondents working in the finance, payments or commercial fields. The questionnaire included a mix of pre-qualifying information, multiple choices, and open-ended questions regarding their experiences and views on the topic of Payment Orchestration. All data was collected anonymously.
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 45+ markets, 150 currencies and more than 600 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
Public Relations
Investor Relations
Edgar, Dunn & Company (EDC) is a global consultancy specialising in payments and financial services. Since 1978, we have partnered with clients across the globe and developed an unrivalled depth in specialist expertise. We offer a truly independent voice and have never accepted a referral fee or commission from any vendor. Our vision is to be the most trusted global payments consultancy.Today, we serve clients in over 45 countries through our global office network in North America, Europe, Middle East and Australia. https://edgardunn.com/
Nuvei adds leading U.S. provider of integrated payment and commerce solutions to further bolster diversified platform
MONTREAL, February 22, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, announces today that it has completed its acquisition of Paya Holdings Inc. (“Paya”) (Nasdaq: PAYA). Paya amplifies Nuvei’s existing growth strategy and expands its reach into new underpenetrated and non-cyclical verticals where Nuvei’s proprietary technology is well positioned to accelerate customer growth.
Paya is a leading U.S. provider of integrated payment and frictionless commerce solutions that processed $50 billion in annual payment volume last year, mainly in high growth verticals such as healthcare, non-profit, government, utilities, and other business-to-business (“B2B”) end markets. Nuvei and Paya are highly complementary with respect to geographies, capabilities to offer to customers and partners, and the end-markets and verticals that each currently serve.
Nuvei Chair and CEO Philip Fayer commented, “This is an important milestone for Nuvei as we continue to build a preeminent payment technology provider with strong positions in global eCommerce, Integrated Payments and B2B. I’m thrilled to officially welcome our new colleagues from Paya to the Nuvei family. We have been working diligently on our integration planning, and we are ready to begin the next step on this exciting journey as a single, unified team.”
On February 21, 2023, Paya filed, with the Securities and Exchange Commission, its Annual Report on Form 10-K for the year ended December 31, 2022. Calculated results for the three months and reported results for the year ended December 31, 2022 are summarized here.
* Payment volume is defined by Paya as the total dollar amount of all payments processed by its customers through its services. This measure is not recognized under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS, Non-U.S. GAAP and Other Financial Measures.”
** Adjusted EBITDA for Paya 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 management believes are not indicative of ongoing operations to come to Adjusted EBITDA. This measure is not recognized under U.S. GAAP and does not have a standardized meaning prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS, Non-U.S. GAAP and Other Financial Measures.”
As Nuvei finalizes its normal closing procedures for the fourth quarter and fiscal year ended December 31, 2022, the Company anticipates Total volume1, revenue and Adjusted EBITDA[1] to be in line with its latest outlook range included in its third quarter 2022 earnings release. The foregoing is based on information available to the Company as of the date of this release. See “Anticipated Results Information.”
Nuvei will release its fourth quarter and fiscal year 2022 financial results before market open on Wednesday, March 8, 2023. Management will host a conference call and webcast to discuss these results and outlook at 8:30 am ET that same day. Hosting the call will be Philip Fayer, Chair and CEO, and David Schwartz, CFO.
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 approximately one hour after the conclusion of the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 13735177. The audio replay will be available through Wednesday, March 22, 2023.
All dollar amounts set forth in this press release are in United States dollars.
Paya’s financial information for the calculated three months ended December 31, 2022 presented herein has been derived by subtracting Paya's unaudited interim consolidated financial information from its Quarterly Report on Form 10-Q for the nine months ended September 30, 2022 from its audited consolidated financial information from its Annual Report on Form 10-K for the year ended December 31, 2022.
Nuvei’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“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.
The information presented in this press release includes non-IFRS financial measures, and supplementary financial measures, of Nuvei, namely Nuvei Adjusted EBITDA and Nuvei 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 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 analyze 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.
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.
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 management believes are not indicative of ongoing operations to come to Adjusted EBITDA.
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: 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 Total volume does 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.
(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 a significant recurring expense in Paya’s business and an important part of its 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.
Nuvei’s anticipated results for the fourth quarter and fiscal year ended December 31, 2022 are based on information available to the Company as of the date of this release. Because the Company’s normal closing procedures for the fourth quarter and fiscal year ended December 31, 2022 are still being finalized, its actual financial results may change as a result of such financial closing procedures, final adjustments, management’s review of results, and subsequent events, and results could differ materially from those expressed in or implied by the Company’s anticipations set forth in this release. During the course of the preparation of Nuvei’s financial statements and the notes thereto, additional items that require adjustments may be identified, and any such adjustments could be material. Accordingly, you should not place undue reliance on the Company’s anticipations set forth in this release, which constitute forward-looking statements. See “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, including anticipated results for the fourth quarter and full year 2022. 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, the expected impact of the acquisition of Paya 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 in connection with the acquisition of Paya; 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. Economic and geopolitical uncertainties, including 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 Nuvei’s ability to retain and attract new business post-closing, achieve synergies and strengthen its market position arising from successful integration plans relating to the acquisition of Paya; 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 transaction; management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the 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 transaction in the timeframe anticipated; and the absence of significant undisclosed costs or liabilities associated with the 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, actual financial results for the fourth quarter and fiscal year ended December 31, 2022 may change as a result of the completion of closing procedures, final adjustments, management’s review of results and subsequent events; Nuvei’s inability to successfully integrate the Paya business; legal proceedings instituted related to the acquisition of Paya and the impact of significant demands placed on management as a result thereof; the potential failure to realize anticipated benefits from the acquisition of Paya; potential undisclosed costs or liabilities associated with the acquisition, which may be significant; impact of acquisition-related expenses; the failure to retain Paya’s personnel and clients following the acquisition and risks associated with the loss and ongoing replacement of key personnel; and the risk factors described in greater detail under “Risk Factors” of the Company’s annual information form filed on March 8, 2022 and Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2022. 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.
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 disclaims any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
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 45+ markets, 150 currencies and more than 600 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
Public Relations
Alex Hammond
Investor Relations
Chris Mammone
[1] Adjusted EBITDA and Total volume are non-IFRS financial measures and supplementary financial measures, respectively. 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, Non-U.S. GAAP and Other Financial Measures.”
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