Nuvei Corporation and SafeCharge International Group Limited (LSE-AIM: SCH) have entered into a definitive agreement pursuant to which Nuvei will acquire the entire issued and to be issued ordinary share capital of SafeCharge at US $5.55 or £4.36 per SafeCharge share, valuing the fully diluted share capital of SafeCharge at approximately US $889 million or £699 million.
Montreal based Nuvei is a leading provider of global payment solutions. London, UK based SafeCharge is a provider of online payment processing for online and mobile merchants.
Northenstar Investments Ltd, an investment holding company controlled by Teddy Sagi, SafeCharge’s majority shareholder controlling 103,995,185 SafeCharge Shares (68.3%), has agreed to support the transaction.
Nuvei is backed by Novacap and Caisse de dépôt et placement du Québec (CDPQ) which acquired minority stakes in Nuvei, formerly Pivotal Payments in September 2017. Nuvei is currently owned by Chairman & CEO Philip Fayer (39%), CDPQ (22.9%) and Novacap (27.2%). CDPQ and Novacap collectively control the majority of Nuvei board.
Nuvei intends to fund the acquisition through a combination of equity and debt securities to be subscribed by Novacap, CDPQ and Fayer, and interim third party debt facilities. Upon the scheme of arrangement becoming effective, Nuvei intends to enter into alternative debt financing arrangements with BMO Capital Markets Corp. to replace the interim debt facilities.
photo credit: Safecharge