Nuvei updates on offer for SafeCharge

Maria Nikolova

The update concerns the Interim Facilities Agreement entered by certain members of the Nuvei Group in connection with the planned acquisition.

Further to its announcement from May about its intention to make an offer to acquire SafeCharge International Group Ltd (LON:SCH), Nuvei today provides an update on the offer.

The update concerns the Interim Facilities Agreement entered into by certain members of the Nuvei Group in connection with the planned acquisition.

Back in May, the company said the cash consideration payable to SafeCharge Shareholders pursuant to the acquisition will be financed by a combination of equity and debt securities to be subscribed by Nuvei’s major shareholders, CDP Investissements Inc., the Novacap Funds and Whiskey Papa Fox Inc., pursuant to the Subscription Agreement and third party debt to be provided under the Interim Facilities Agreement. In May, Nuvei said it was intended that Nuvei Bidco will, before the ccheme becomes effective, enter into alternative debt financing arrangements with BMO Capital Markets Corp. as the Lead Arranger to replace the Interim Facilities Agreement.

Today, Nuvei announces that Nuvei Technologies Corp., a wholly-owned indirect subsidiary of Nuvei, has entered into an amendment and transfer agreement with respect to the Interim Facilities Agreement, under which: (i) each of Antares Capital LP and Capital One, National Association (“Capital One”) have agreed to be a First Lien Arranger and a Second Lien Arranger for the purposes of the Interim Facilities Agreement, (ii) each of Antares Holdings LP (“AHLP”) and Capital One have agreed to be an Original Interim Lender for all purposes under the Interim Facilities Agreement, and (iii) each of BMO Capital Markets Corp. (“BMO”), AHLP and Capital One have agreed to BMO transferring by novation and in accordance with the terms of the Interim Facilities Agreement certain of BMO’s rights and obligations under the Interim Facilities Agreement and the other interim documents to AHLP and Capital One.

Credit Suisse, financial adviser to Nuvei and Nuvei Bidco, are satisfied that sufficient resources are available to satisfy in full the cash consideration payable to SafeCharge Shareholders under the terms of the acquisition.

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).

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.

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