Nuvei to acquire SafeCharge in $889m deal

Maria Nikolova

Under the terms of the acquisition, SafeCharge shareholders will be entitled to receive $5.55 in cash for each SafeCharge share.

The boards of Nuvei and SafeCharge International Group Ltd (LON:SCH) today announce that they have reached an agreement on the terms of a recommended all cash acquisition by Nuvei, through its wholly-owned indirect subsidiary, Nuvei Bidco, of the entire issued and to be issued ordinary share capital of SafeCharge.

Under the terms of the acquisition, SafeCharge shareholders will be entitled to receive $5.55 in cash for each SafeCharge share. The price of $5.55 for each SafeCharge Share, being equivalent to £4.36 per SafeCharge Share based on the Announcement Exchange Rate, represents a premium of approximately 25% to the Closing Price of £3.50 per SafeCharge Share on May 21, 2019 (being the last Business Day before the date of this Announcement).

In addition, SafeCharge shareholders shall remain entitled to receive the previously announced final dividend of 7.22 pence (payable in Sterling and equivalent to $0.0945 based on a GBP/USD exchange rate of $1.3085 to £1, being an exchange rate set by SafeCharge on 12 March 2019) per SafeCharge Share (subject to shareholder approval at the annual general meeting of SafeCharge to be held today) payable on 24 May 2019.

Under the terms of the acquisition, the fully diluted share capital of SafeCharge is valued at approximately $889 million (£699 million at the Announcement Exchange Rate).

The SafeCharge Board believes the terms of the acquisition are in the best interests of SafeCharge Shareholders as a whole and intends to recommend unanimously that SafeCharge Shareholders vote to approve the Scheme at the Scheme Court Meeting.

Nuvei and Nuvei Bidco have also received an irrevocable undertaking to vote to approve the Scheme at the Scheme Court Meeting and vote in favour of the resolutions to be proposed at the General Meeting from Northenstar Investments Ltd, an investment holding company controlled by Teddy Sagi, SafeCharge’s majority shareholder, in respect of 103,995,185 SafeCharge Shares representing approximately 68.3% of the SafeCharge Shares in issue on the Last Practicable Date.

The acquisition is expected to enable SafeCharge to benefit from Nuvei’s North American footprint and sales and marketing capability to fulfill and accelerate its growth ambitions.

It is expected that the Scheme Court Meeting and the General Meeting will take place in July 2019. Subject to the satisfaction or waiver of all relevant conditions, it is expected that the Scheme will become Effective in the third quarter of 2019.

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