UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14D-9

 

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

 

 

 

Paya Holdings Inc.
(Name of Subject Company)

 

 

 

Paya Holdings Inc.
(Name of Person Filing Statement)

 

 

 

Common Stock, $0.001 par value per share
(Title of Class of Securities)

 

 

 

70434P 103
(CUSIP Number of Class of Securities)

 

Melinda Doster
General Counsel and Secretary
Paya Holdings Inc.
303 Perimeter Center North, Suite 600
Atlanta, GA 30346
(800) 261-0240
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)

 

 

 

With copies to:
Jennifer Lee

Sophia Hudson, P.C.

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800

 

 

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

 

 

This Schedule 14D-9 filing consists of certain communications relating to the proposed acquisition of Paya Holdings Inc., a Delaware corporation (the “Company” or “Paya”), by Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Parent”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of January 8, 2023 (the “Merger Agreement”), by and among the Company, Parent and Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the “Offer”), to acquire all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”), at an offer price of $9.75 per Share in cash, without interest thereon (but subject to applicable witholding). If successful, the Offer will be followed by a merger of Merger Sub with and into the Company (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation in the Merger.

 

This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer and the Merger:

 

(i) Team Member Letter, first used on January 9, 2023.

 

(ii) Team Member FAQ, first used on January 9, 2023.

 

(iii) Customer and Business Partner Letter, first used on January 9, 2023.

 

(iv) Customer and Business Partner Talking Points and Q&A, first used on January 9, 2023.

 

(v) Social Media Posts, first used on January 9, 2023.

 

The information set forth under Item 1.01, 1.02, 8.01 and 9.01 of the Current Report on Form 8-K filed by the Company on January 9, 2023 (including all exhibits attached thereto and incorporated therein by reference) is incorporated herein by reference.

 

Additional Information about the Tender Offer and Where to Find It

 

The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of the Company, nor is it a substitute for the tender offer materials that Merger Sub will file with the SEC upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of the Company’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Parent, intends to file with the Securities and Exchange Commission (the “SEC”). In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the Merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

 

Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related offer materials with respect to the tender offer and the Merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at https://investors.paya.com.

 

1

 

 

Cautionary Statement Regarding Forward Looking Statements

 

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Parent and any statements relating to the Company’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Company’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; and (vii) the effects of disruption from the transactions of the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the Company’s public filings with the SEC from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. The Company’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, the Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.

 

2

 

 

Exhibit Index

 

Exhibit
Number

 

Description

99.1   Team Member Letter, first used on January 9, 2023.
99.2   Team Member FAQ, first used on January 9, 2023.
99.3   Customer and Business Partner Letter, first used on January 9, 2023.
99.4   Customer and Business Partner Talking Points and Q&A, first used on January 9, 2023.
99.5   Social Media Posts, first used on January 9, 2023.

 

 

3

 

Exhibit 99.1

 

Subject: Exciting Next Step in Paya’s Journey

 

OnePaya Team,

 

I’m writing to share an important milestone in Paya’s incredible journey. Just a few moments ago, Paya announced that it has entered into an agreement to be acquired by Nuvei that will create a diversified and future-focused global payment leader. A copy of the press release is attached.

 

Nuvei is a Montreal-based, high-growth global payment company. A go-to payment technology partner across a wide range of eCommerce verticals, Nuvei currently operates in over 200 markets and accepts nearly 600 payment methods in approximately 150 currencies. Our core verticals, including government, integrated payments and B2B verticals, are highly additive to Nuvei and strengthen their presence in both the U.S. market and integrated payments broadly.

 

Throughout our discussions with Nuvei, Paya’s executive team has been struck by the similarities in our values and strategies. Like us, Nuvei is a people-first and technology-led organization that has experienced strong growth. This provides a unique opportunity to serve our clients via innovative technology and propel our business to new heights as part of Nuvei’s global organization.

 

Next Steps – Town Hall, Business as Usual

 

Please join me along with other members of Paya’s Executive Leadership team for a Town Hall today at 1:00pm ET. An invite with a link and dial-in information will be in your inboxes shortly. We will also be joined by Nuvei’s Founder, Chairman and CEO Phil Fayer, who will share his perspective on this exciting news.

 

As for next steps, we expect to complete this combination with Nuvei by the end of the first quarter of 2023, subject to customary closing conditions. I want to emphasize that until then, Paya and Nuvei will continue to operate as separate companies, and it’s business as usual. Your role and day-to-day responsibilities remain unchanged, and we’re counting on you to continue building on the strong momentum we have underway. We’re also committed to keeping you informed as best we can throughout this process – for starters, an FAQ will be posted today at [LINK]. You may also direct any additional questions to people@paya.com.

 

We expect today’s announcement to lead to increased interest in Paya and it’s important that we speak with one voice. Please make sure you’re following company guidelines and if you receive any media inquiries, please forward them to pr@paya.com.

 

This is a testament to the incredible talent and technology at Paya – it’s due to your dedication to serving our impressive array of partners and customers in terrific high-growth market verticals. I couldn’t be more proud of the company we have built together and I’m also excited by what the future holds.

 

With gratitude,

 

Jeff

 

 

 

 

Additional Information about the Tender Offer and Where to Find it

 

The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender offer materials that Pinnacle Merger Sub, Inc. (“Merger Sub”) will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of Paya’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Nuvei Corporation (“Nuvei”), intends to file with the SEC. In addition, Paya will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

 

Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and related offer materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Paya under the “Investors” section of Paya’s website at https://investors.paya.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of Paya by Nuvei and any statements relating to Paya’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the merger agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of Paya’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for Paya will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and (vii) the effects of disruption from the transactions of Paya’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Paya’s public filings with the SEC from time to time, including Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. Paya’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Paya expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.

 

 

 

 

Exhibit 99.2

 

1. What was announced?

 

Paya Holdings has entered into a definitive agreement to be acquired by Nuvei for $9.75 per share in cash, for a total consideration of approximately $1.3 billion.
Today’s announcement represents the next exciting step in Paya’s incredible journey and reflects our strong momentum.
Until we complete the combination with Nuvei, Paya and Nuvei will continue to operate as separate companies, and it’s business as usual for us.

 

2. Who is Nuvei?

 

Similar to our company, Nuvei is a global leader in the payment industry. They are headquartered in Montreal and operate in over 200 global markets, accepting nearly 600 payment methods in approximately 150 currencies.
Nuvei is the go-to payment technology partner for companies across a wide range of industries, including online retail, gaming, travel and banking, among others.
Our two companies are a great cultural fit for each other. Like Paya, Nuvei is a people-first and technology-led organization that has experienced strong growth.

 

3. What does this mean for team members? Will there be any immediate changes to my current role or day-to-day responsibilities?

 

Until we complete the combination with Nuvei, which we expect to occur by the end of the first quarter of 2023, it’s business as usual for all of us at Paya.
Your role and day-to-day responsibilities remain unchanged prior to closing, and we will continue to provide customers and partners with the same level of exceptional service that they’ve come to expect from us.
We’re committed to keeping you informed throughout this process and will provide updates around key milestones and major developments, as appropriate.

 

4. What does this announcement mean for the future of Paya and our strategy?

 

The combination with Nuvei is a testament to the value Nuvei sees across our operations, in our innovative solutions, the superior value we provide our clients and – most importantly – in our team.
Becoming part of Nuvei will allow us to build on our momentum and expand our capabilities for the long-term.

 

5. Will this change Paya’s remote work policy?

 

Both Paya and Nuvei have a similar flex hybrid approach in place.
For now, it is business as usual and decisions regarding how we integrate our two companies will be made in the future.
We’ll provide more information as appropriate as we continue to work through the details.

  

6. Will there be layoffs?

 

There are a number of details to work out as part of the integration planning process.
In addition to our businesses being highly complementary, our talented and experienced team was one of the main reasons Nuvei was interested in acquiring Paya, and our team members will play a critical role in the success of the combined company.

 

 

 

 

7. Will there be any changes to my compensation and benefits?

 

Until we complete the combination with Nuvei, Paya and Nuvei will continue to operate as separate companies.
Paya will continue to pay your current salary and benefits in the ordinary course. 2022 year-end bonuses and 2023 equity awards (for eligible employees) will occur on schedule (early-mid March) or perhaps a few weeks early, depending on the anticipated closing date. Information about 2023 equity awards will be provided at a later date.
For the first year following close, you should continue to receive your same target cash compensation (i.e., salary plus target bonus) and will continue to remain under your current benefit plans. There are a number of details that will be worked out over the coming months as part of the integration planning process, including the timing of merit increases.
More information will be forthcoming as we advance. We’re committed to keeping you informed throughout this process and will provide updates around key milestones and major developments, as appropriate.

 

8. What will happen to Paya’s leadership team? Will our team have representation at senior levels at Nuvei?

 

This combination is about growth, and we expect our Paya colleagues to be part of the combined company’s future success.
Additional details regarding the organizational structure will be determined as part of the integration planning process.

 

9. What will happen to the Paya name and brand? What will happen to the corporate headquarters in Atlanta?

 

This combination will bring together new geographics, capabilities and verticals.
There are a number of details that will be worked out over the coming months as part of the integration planning process, including name, brand and office locations.
We’re committed to keeping you informed throughout this process and will provide updates around key milestones and major developments, as appropriate.

 

10. I have unvested restricted stock unit awards from a grant in 2020, 2021 or 2022. What happens to these awards if they have not fully vested by close?

 

Upon the completion of the combination with Nuvei, your outstanding unvested restricted stock unit awards (“RSUs”) will be converted into a number of Nuvei restricted stock unit awards, determined based on the value of a Nuvei share relative to the per share price in the acquisition, but otherwise subject to terms that are no less favorable than those of your current RSUs (including the same vesting terms).
 

 

2

 

 

11. I have vested and unvested stock options from a grant in 2020, 2021 or 2022. What happens to my stock options now?

 

Upon the completion of the combination with Nuvei, your outstanding vested options, with an exercise price lower than the per share price in the transaction ($9.75), will be cancelled in exchange for a cash payment equal to the difference between the per share price in the acquisition and the exercise price of the options.
Any unvested options that have an exercise price less than the per share price in the acquisition will be converted into a number of Nuvei options, determined based on the value of a Nuvei share relative to the per share price in the acquisition (and with an exercise price adjusted accordingly), but otherwise subject to terms that are no less favorable than those of your current options (including the same vesting and exercise terms).
Any options, whether vested or unvested, with an exercise price equal to or greater than the per share price in the acquisition (i.e., “underwater options”) will be cancelled and forfeited.

12. What happens if I voluntarily resign prior to the completion of the combination?

 

We expect to complete the combination with Nuvei by the end of the first quarter of 2023.
A voluntary resignation prior to the closing will be treated the same as voluntary resignations are treated today; you will forfeit your unvested equity awards and will not be entitled to any severance payments or benefits.
Until we complete the combination with Nuvei, all aspects of our compensation program remain intact.
Consistent with company policy, team members must remain in good standing to receive payments or bonuses on the dates for which they are scheduled.

13. Can I trade Paya stock between now and the completion of the combination?

 

Please refer to our company’s existing guidelines on trading policies [INSERT LINK].

 

14. How does this affect Paya’s ongoing hiring process?

 

All employment offers that have been extended prior to the announcement will continue to be honored.
For additional information regarding open roles and new hires, please reach out to People Ops at people@paya.com.

 

15. How soon can I reach out to my contacts at Nuvei?

 

You should not engage with Nuvei employees unless you’ve been expressly authorized to do so as part of the integration planning process. Please note that this includes interacting with Nuvei employees via social media.
As a reminder, until we complete the combination with Nuvei, Paya and Nuvei will continue to operate as separate, independent companies.

 

3

 

 

16. Can I post about this combination on social media?

 

Given the nature of this announcement, all social media posts regarding our combination with Nuvei must first be approved by our legal counsel. We encourage you to “like”, retweet or share Paya’s posts to spread the good news.
Please note, however, that you may not post your own views or commentary on our combination with Nuvei beyond what Paya has officially shared already, even if the content is supportive or benign, or seems factually accurate.
We also ask that you do not engage with other social media users (e.g., by responding to comments or tweeting “at” someone or liking or retweeting any non-Paya posts) regarding our combination with Nuvei.
As a reminder, only authorized members of the leadership team are permitted to engage with the media on Paya’s behalf.
If you have additional questions regarding Paya’s social media policy [INSERT LINK], please reach out to pr@paya.com.

 

17. What should I tell customers or partners who ask about this combination?

 

The executive team and customer and partner-facing senior leaders will be reaching out to our top customers and partners directly to share the news.
If you receive an inquiry from a customer or a partner and are unsure how to respond, please refer them to our press release [INSERT LINK].

 

18. What should I do if I’m contacted by members of the media about this combination?

 

If you receive inquiries from the media or other external parties about this announcement, please do not comment (even to just confirm statements that appear factually accurate or benign) and instead direct them to pr@paya.com.

 

19. What happens next? Who should I contact if I have additional questions?

 

We expect to complete the combination with Nuvei by the end of the first quarter of 2023, subject to customary closing conditions.
Until then, Paya and Nuvei will continue operate as separate, independent companies and your role and responsibilities remain unchanged.
We’re committed to keeping you informed throughout this process and will provide updates around key milestones and major developments, as appropriate.
You should not engage with Nuvei employees unless you’ve been expressly authorized to do so as part of the integration planning process. Please note that this includes interacting with Nuvei employees via social media.
If you have additional questions about this announcement, please reach out to your ELT member or People Ops at people@paya.com.

 

Additional Information about the Tender Offer and Where to Find it

 

The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender offer materials that Pinnacle Merger Sub, Inc. (“Merger Sub”) will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of Paya’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Nuvei Corporation (“Nuvei”), intends to file with the SEC. In addition, Paya will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

4

 

 

Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

 

Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and related offer materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Paya under the “Investors” section of Paya’s website at https://investors.paya.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of Paya by Nuvei and any statements relating to Paya’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the merger agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of Paya’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for Paya will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and (vii) the effects of disruption from the transactions of Paya’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Paya’s public filings with the SEC from time to time, including Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. Paya’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Paya expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.

 

5

 

 

Exhibit 99.3

 

Dear [Valued Customer / Partner],

 

This morning Paya announced the exciting news that it has entered into an agreement to be acquired by Nuvei (Nasdaq, TSX: NVEI). A copy of the press release is attached.

 

This is an important milestone in Paya’s ongoing journey. Nuvei is a global payment leader serving 200+ markets with a leading franchise in eCommerce. The acquisition of Paya will help strengthen their presence in integrated payments and the U.S. market, including the addition of new vertical markets. Further, the acquisition will bring increased scale in sales, marketing, implementation, product and development to strengthen Paya’s offering to existing partners.

 

We’re committed to keeping our valuable relationship with you and will provide updates, as appropriate.

 

On behalf of the entire Paya team, we thank you for your continued partnership and trust as we take this important next step. If you have any further questions, please don’t hesitate to reach out.

 

Sincerely,

[INSERT]

 

Additional Information about the Tender Offer and Where to Find it

 

The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender offer materials that Pinnacle Merger Sub, Inc. (“Merger Sub”) will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of Paya’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Nuvei Corporation (“Nuvei”), intends to file with the SEC. In addition, Paya will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

 

Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and related offer materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Paya under the “Investors” section of Paya’s website at https://investors.paya.com.

 

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of Paya by Nuvei and any statements relating to Paya’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the merger agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of Paya’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for Paya will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and (vii) the effects of disruption from the transactions of Paya’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Paya’s public filings with the SEC from time to time, including Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. Paya’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Paya expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.

 

 

 

 

 

Exhibit 99.4

 

For Internal Use Only; Not for Distribution

 

Your Role and Guidelines

 

As leaders of Paya, you will play an important role in communicating with our customers / partners about the benefits of this proposed combination and what it means for them, as well as what they can expect moving forward. We have included the following materials in this toolkit to ensure that you are well-equipped for these conversations:

 

Talking points for use with customers / partners
Q&A for use with customers and partners on a reactive basis as needed

 

These documents have been approved by legal counsel. Therefore, it is important that you do not in any way add to, or alter, these materials or any other communications you may receive in the future regarding this combination.

 

As you communicate with customers and partners about this announcement, please keep the following in mind:

 

“Do’s and Don’ts”

 

DO remain optimistic, confident and forward looking. Remember that the way you speak about this proposed combination will impact how others respond. This is exciting news for Paya, and it’s important that you stay positive and forward-looking.

 

DO stay on message. We have provided talking points below to guide conversations you may have with customers and partners. To ensure we are being consistent in our communications about this announcement, please stick to these approved messages. Continue to do your job as in the past.

 

DO remain focused. While there is a lot to be excited about, please keep in mind, and remind your teams, that today’s announcement is just the first step. The combination with Nuvei is expected to close by the end of the first quarter of 2023, subject to customary closing conditions, and until then we will continue to operate as separate companies.

 

DO reassure our stakeholders we are operating as usual. We want to ensure that this is a seamless transition for all of our stakeholders. It’s business as usual at Paya, and our customers and partners should not expect any changes to how we work with them between now and when we complete our proposed combination with Nuvei. Paya will continue to operate independently of Nuvei until then.

 

×DON’T stray from the approved messages. The documents we are providing include all the relevant details concerning the proposed combination with Nuvei that we have at this time. It is only “Day 1,” and if you receive questions that cannot be answered with the materials provided, it is perfectly acceptable to say: “This was just announced. Let me look into that and see if I’m able to provide more information.”

 

×DON’T share sensitive information. Per our usual policies, do not share confidential information with people outside Paya.

 

×DON’T engage with Nuvei employees unless you’ve been expressly authorized to do so as part of the integration planning process. Please note that this includes interacting with Nuvei employees via social media.

 

 

 

 

Customer / Partner Talking Points

 

I’m calling today to make sure you heard the news from us directly.

 

This morning, Paya announced that it has entered into an agreement to be acquired by Nuvei.

 

I’ll email you a copy of the press release if you haven’t seen it.

 

We’re very excited about this partnership. The acquisition of Paya will help strengthen Nuvei’s presence in integrated payments and the U.S. market, including the addition of new vertical markets.

 

Further, the acquisition will bring increased scale in sales, marketing, implementation, product, and development to strengthen Paya’s offering to existing partners.

 

We’re committed to keeping our valuable relationship with you and will provide updates, as appropriate

 

I can’t thank you enough for your contribution to Paya’s success!

 

Customer / Partner Q&A

 

1.What was announced?

 

Paya has entered into a definitive agreement to be acquired by Nuvei for $9.75 per share in cash for a total consideration value of approximately $1.3 billion.
We are very excited about this partnership. The acquisition of Paya will help strengthen their presence in integrated payments and the U.S. market, including the addition of new vertical markets.
Further, the acquisition will bring increased scale in sales, marketing, implementation, product, and development to strengthen Paya’s offering to existing partners.
Until we complete the proposed combination with Nuvei, Paya and Nuvei will continue to operate as independent companies and there will be no changes to how we work with you.

 

2.Who is Nuvei? Why is Nuvei the right partner for Paya?

 

Nuvei is a Montreal-based, high-growth global payment company, operating in over 200 markets and accepting nearly 600 payment methods in approximately 150 currencies.
Our businesses are highly complementary. Together we will be a leading payment technology company with strong positions in global eCommerce, integrated payments and B2B verticals.
We are very excited about this partnership. The proposed acquisition of Paya will help strengthen Nuvei’s presence in integrated payments and the U.S. market.
Further, the acquisition will bring increased scale in sales, marketing, implementation, product, and development to expand Paya’s offering to existing partners.

 

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3.What does this proposed combination mean for customers / partners? Will customers / partners need to migrate to a new platform?

 

The proposed acquisition will bring increased scale & resources in sales, marketing, implementation, product, and development to expand Paya’s offering to existing partners.
We are dedicated to making this combination as seamless as possible for all customers and partners and remain focused on continuing to provide our customers with innovative, critical payment solutions.
We will continue to deliver the same level of exceptional service that you’ve come to expect from us.
We’re committed to keeping our valuable relationship with you and will provide updates, as appropriate.

 

4.What differences should we expect?

 

We will continue to deliver the same level of exceptional service that you’ve come to expect from us.
The proposed acquisition will bring increased scale in sales, marketing, implementation, product, and development to enhance Paya’s offering to existing partners.
We’re committed to keeping our valuable relationship with you and will provide updates, as appropriate.

 

5.What will happen to my current contracts? Can I add Nuvei’s services to my existing agreement?

 

Until the close of the proposed combination with Nuvei, Paya and Nuvei will continue to operate as separate, independent companies, and we will provide updates, as appropriate.
It is early days and we’ve just announced this combination. As we work towards closing and integration, we will be in touch with you with more details about our combined services and offerings.

 

6.Will my contact at Paya change?

 

We will continue to deliver the same level of exceptional service that you’ve come to expect from us.

 

7.What are the next steps in the integration planning process? When will we know more about the post-closing details?

 

We expect that the proposed combination with Nuvei will close by the end of the first quarter of 2023, subject to customary closing conditions.
Until the close of the proposed combination, Paya and Nuvei will continue to operate as independent companies and there will be no changes to how we work with you.
It is early days and we’ve just announced this combination. As we work towards closing and integration, we will be in touch with you with more details about our combined services and offerings.

 

8.Where can I find additional information?

 

For more information on the announcement, please refer to the press release available on our website.
As we work towards closing and integration, we will be in touch with you with more details about our combined services and offerings.

 

If a customer / partner asks a question that you do not know the answer to, please tell them:It is early in the process, and we do not have all the answers right now. I will do my best to get an answer and follow up with you.”

 

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Additional Information about the Tender Offer and Where to Find it

 

The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender offer materials that Pinnacle Merger Sub, Inc. (“Merger Sub”) will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of Paya’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Nuvei Corporation (“Nuvei”), intends to file with the SEC. In addition, Paya will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

 

Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and related offer materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Paya under the “Investors” section of Paya’s website at https://investors.paya.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of Paya by Nuvei and any statements relating to Paya’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the merger agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of Paya’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for Paya will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and (vii) the effects of disruption from the transactions of Paya’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Paya’s public filings with the SEC from time to time, including Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. Paya’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Paya expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.

 

 

4

 

 

Exhibit 99.5

 

Social Media Content

 

Twitter

 

 

 

 

 

 

LinkedIn

 

 

 

Additional Information about the Tender Offer and Where to Find it

 

The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender offer materials that Pinnacle Merger Sub, Inc. (“Merger Sub”) will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of Paya’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Nuvei Corporation (“Nuvei”), intends to file with the SEC. In addition, Paya will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

 

Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and related offer materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Paya under the “Investors” section of Paya’s website at https://investors.paya.com.

 

2

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of Paya by Nuvei and any statements relating to Paya’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the merger agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of Paya’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for Paya will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and (vii) the effects of disruption from the transactions of Paya’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Paya’s public filings with the SEC from time to time, including Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. Paya’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Paya expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.

 

 

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