Subordinate vote stocks to start trading on the Nasdaq
MONTREAL, October 5, 2021 / PRNewswire / – Nuvei Corporation (“Nuvei“or the”Society“) (TSX: NVEI) (TSX: NVEI.U), the global payment technology partner of successful brands, today announced the price for its expanded market offering of 3,000,000 subordinate voting shares of the Company in the United States and Canada, representing the initial public offering of Nuvei in United States (the âOfferâ).
The Underwriters (as defined below) have agreed to purchase, at a price of $ 123.14 per subordinate voting share, a total of 3,000,000 subordinate voting shares offered by the Company, for gross proceeds accruing to the Company of US $ 369,420,000. The Offer is expected to close on October 8, 2021, subject to a number of customary conditions, including the conclusion of the definitive underwriting agreement, the registration of the subordinate voting shares issued by the Company under the Offer on Nasdaq and on the TSX, and any required approvals from Nasdaq and the Toronto Stock Exchange.
Nuvei subordinate voting shares are expected to begin trading on October 6, 2021 on the Nasdaq Global Select Market (the âNasdaqâ) under the symbol âNVEIâ. Nuvei has requested the voluntary delisting, subject to the closing of the Offering, of its US dollar listing “NVEI.U” on the Toronto Stock Exchange (the “TSX”). The delisting is expected to be effective after the close of business on or around October 13, 2021. Nuvei subordinate voting shares will continue to trade on the TSX in Canadian dollars under the symbol “NVEI”.
Goldman Sachs & Co. LLC, Credit Suisse, JP Morgan, BMO Capital Markets and RBC Capital Markets act as bookkeepers for the offering and Raymond James Ltd., Canaccord Genuity Corp., Cowen and Company, LLC, Keefe , Bruyette & Woods, A Stifel company, William Blair, National Bank Financial Inc., CIBC Capital Markets and Scotiabank also act as underwriters for the Offering (collectively, the âUnderwritersâ).
Nuvei plans to use the net proceeds from the placement primarily to strengthen the financial position of the company and enable it to pursue its growth strategies.
Nuvei has granted the Underwriters an option, exercisable, in whole or in part, at any time up to and including 30 days following the closing of the Offer, to purchase up to an additional 15% of the Offer at the price of offer to cover allotments, if any.
In connection with the offering, Nuvei has filed a preliminary prospectus supplement and will file a final prospectus supplement to its amended and restated short form base shelf prospectus dated May 20, 2021. The preliminary prospectus supplement has been filed, and the final supplement will be filed, with the securities regulators of each of the provinces and territories of Canada as well as with the United States Securities and Exchange Commission (the “SEC”) in connection with a registration statement on Form F-10, as may be amended from time to time, under the United States/Canada multi-jurisdictional disclosure system.
The Offer is made in Canada only by means of the amended and updated base shelf prospectus and prospectus supplement and by United States only by means of the registration statement, including the amended and restated base shelf prospectus and prospectus supplement. These documents contain important information about the Offer. A copy of the Prospectus Supplement will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of the registration statement is available on EDGAR at www .sec.gov. Copies of the Prospectus Supplements and Registration Statement, where available, may also be obtained from any of the following sources: Goldman Sachs & Co. LLC, 200 West Street, New York, New York State 10282-2198, Attention: Service Prospectus (866-471-2526); Credit Suisse Securities (United States) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, phone: 1-800-221-1037 or by e-mail at [email protected]; JP Morgan Securities LLC, c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, phone: (866) 803-9204, email: [email protected]; in United States of BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W 42nd St, New York, New York State 10036, or by phone at 1-800-414-3627 or by email at [email protected] and in Canada BMO Capital Markets, Attn: Brampton Distribution Center C / O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, or by phone at 1-905-791-3151 ext 4312 or by email at [email protected]; and in United States of RBC Capital Markets LLC, 200 Vesey Street, 8th Floor, New York, New York State 10281-8098, Attention: Equity Syndicate, Phone: 877-822-4089, Email: [email protected] and in Canada of RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, Attention: Distribution Center, or by phone: 1-416-842-5349, or by email at [email protected] Prospective investors should read the Prospectus Supplements and the Registration Statement before making an investment decision.
No securities regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities in any province, state or jurisdiction in which such an offer, solicitation or sale would be illegal before registration. or qualifying under the securities laws of any such province, state or jurisdiction.
We are Nuvei (TSX: NVEI and NVEI.U), the global payment technology partner of successful brands. We provide the intelligence and technology businesses need to succeed locally and globally, through a single integration – propelling them further, faster. By combining payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform provides seamless checkout and payment capabilities, connecting merchants to their customers in over 200 markets around the world, with local acquisition in 45 markets. With support for over 500 local and alternative payment methods, nearly 150 currencies, and 40 cryptocurrencies, merchants can take advantage of any payment opportunity that comes their way. Our goal is to make our world a local market.
ATTENTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws, section 27A of the United States Securities Act of 1933, as amended, and section 21E of the Securities Exchange. United States Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and by the United States Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Offer and its terms, use of the proceeds of the Offer, the listing of the shares of Nuvei on the Nasdaq, the closing of the offering and the proposed delisting of the subordinate voting shares of Nuvei traded on the TSX in US dollars under the symbol “NVEI.U”. This forward-looking information is identified by the use of terms and expressions such as âmayâ, âcouldâ, âexpectâ, âintend toâ, âestimateâ, âanticipateâ, âplanâ. “,” Foresee “,” believe “,” to his knowledge “,” could “,” conceive “,” foresee “,” objective “,” hope “,” intend “,” probable “,” predict ” , “project”, “seek”, “should”, “target”, “will”, “would” or “continue”, and the negative of these terms and similar terminology, including references to hypotheses, well that not all forward-looking information contains these terms and expressions. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the control of the Company, which could cause actual results to differ materially from those that are disclosed or implied by such forward-looking information.These risks and uncertainties include, but are not limited to r, those described in the âRisk factorsâ sections of the Company’s annual information form filed on March 17, 2021, the preliminary prospectus supplement filed on October 4, 2021 and the (final) prospectus supplement dated October 5, 2021, when available. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to it. Although the forward-looking information contained in this press release is based on what management considers to be reasonable assumptions, you are cautioned against over reliance on such information as actual results may differ from forward-looking information. Unless otherwise indicated or the context indicates to the contrary, 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 modify such forward-looking information, whether or due to new information, future events or otherwise, unless required by applicable law.
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