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Payfare Receives Shareholder Approval for Acquisition by Fiserv Affiliate
TORONTO, Feb. 21, 2025 /CNW/ – Payfare Inc. (“Payfare” or the “Company“) PAY PYFRF announced today that its Class A Common shareholders have approved the acquisition of Payfare by 1517452 B C. Ltd. (the “Purchaser“), which is an affiliate of Fiserv, Inc. FI (“Fiserv“). This decision was made during a special meeting held earlier today, under a plan known as the arrangement under the Business Corporations Act (British Columbia) (the “Arrangement“).
Details of the Approval Process
The Arrangement will move forward subject to acquiring the approval of: (i) at least two-thirds of the votes cast by shareholders during the meeting, either in person or by proxy; and (ii) a simple majority of votes, excluding those from Class A Common shares as mandated by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“).
Voting Outcome Summary
Here are the results from the meeting:
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Special Resolution: The full text of which is outlined in Appendix “A” to the management information circular of Payfare dated January 21, 2025 (the “Circular”), allowing for a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Payfare, the Purchaser and Fiserv, Inc. |
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Outcome of Vote |
For |
Against |
|
|
By Shareholders |
Approved |
28,566,047 (83.25%) |
5,748,042 (16.75%) |
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By Shareholders (excluding votes attached to the Shares required to be excluded for the purposes of “minority approval” under MI 61-101). |
Approved |
23,468,798 (80.33%) |
5,748,042 (19.67%) |
Next Steps for the Arrangement
The Arrangement will proceed after obtaining a final order from the Supreme Court of British Columbia (the “Court“) and meeting any other closing conditions specified in the arrangement agreement.
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Payfare and Fiserv Set to Finalize Arrangement in Early 2025
On December 22, 2024, Payfare entered into an Arrangement Agreement with Fiserv and the Purchaser. The completion of this Arrangement is anticipated to occur in Q1 2025.
More details about the Arrangement can be found in the Circular available on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile.
About Payfare PAYPYFRF
Payfare specializes in embedded payments and banking solutions. The company excels in managing programs for workforces in the new economy, partnering with leading e-commerce marketplaces, payroll platforms, and employers, ensuring financial security and inclusion for all workers.
About Fiserv
Fiserv, Inc. FI is a Fortune 500™ company committed to facilitating the movement of money and information across the globe. As a leader in payments and financial technology, Fiserv helps clients achieve top-tier results through innovation in areas like account processing, digital banking, card issuer processing, and more. The company is part of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™. To learn more, visit fiserv.com or follow them on social media.
Forward-Looking Information and Statements
This release contains forward-looking information and statements as defined by securities legislation. Such statements typically include words like “expect,” “anticipate,” “continue,” “estimate,” and similar terms. These predictions are based on reasonable assumptions related to future events. Specifically, this news includes expectations concerning the completion of the Arrangement and the associated timeline. However, these forward-looking statements come with risks and uncertainties that could lead to different outcomes than anticipated. Factors such as securing timely Court approval and meeting closing conditions will affect actual results. For further details about risks, please refer to the Circular and the Company’s filings available on SEDAR+. Readers should be prudent in relying on such statements, as the Company does not commit to updating them unless required by law.
SOURCE Payfare Inc.
View original content: http://www.newswire.ca/en/releases/archive/February2025/21/c0160.html
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