Payfare Announces Shareholder Approval of its Acquisition by Fiserv

TORONTO, Feb. 21, 2025 /CNW/ - Payfare Inc. ("Payfare" or the "Company") (TSX: PAY) (OTCQX: PYFRF) is pleased to announce that the Company's Class A Common shareholders (the "Shareholders") have voted in favour of the previously announced acquisition of Payfare by 1517452 B.C. Ltd. (the "Purchaser"), an affiliate of Fiserv, Inc. (NYSE: FI) ("Fiserv") pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") at the Company's special meeting of Shareholders (the "Meeting") held earlier today.

The completion of the Arrangement requires the approval of: (i) at least two-thirds of the votes cast at the Meeting by Shareholders in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast at the Meeting by Shareholders in person or represented by proxy and entitled to vote at the Meeting, excluding the votes attached to the Class A Common shares of the Company ("Shares") required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The matter voted upon at the Meeting and the results of the voting were as follows:

Special Resolution: the full text of which is set forth in Appendix "A" to the management information circular of Payfare dated January 21, 2025 (the "Circular"), approving, among other things, a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Payfare, the Purchaser and Fiserv, Inc.
	Outcome of Vote	For	Against
By Shareholders	Approved	28,566,047 (83.25%)	5,748,042 (16.75%)
By Shareholders (excluding votes attached to the Shares required to be excluded for the purposes of "minority approval" under MI 61-101).	Approved	23,468,798 (80.33%)	5,748,042 (19.67%)

Subject to receipt of a final order in respect of the Arrangement from the Supreme Court of British Columbia (the "Court"), and satisfaction or waiver of the other conditions to closing contained in the arrangement agreement entered into among the Company, Fiserv and the Purchaser dated December 22, 2024 (the "Arrangement Agreement"), the Arrangement is expected to close in Q1 2025.

Further details regarding the Arrangement are provided in the Circular which is available on SEDAR+ at www.sedarplus.ca under the Company's issuer profile.

About Payfare (TSX: PAY, OTCQX: PYFRF)

Payfare is a leading, international provider of embedded payments and banking solutions, with particular expertise in program management for new economy workforces. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.

About Fiserv

Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover^® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500^® Index and is one of Fortune® World's Most Admired Companies™. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Information and Forward-Looking Statements 

Information in this release contains forward-looking information and forward-looking statements within the meaning of securities legislation. Forward-looking information and forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. Forward-looking information and forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking information and forward-looking statements concerning the ability of the Company and the Purchaser to consummate the Arrangement on the terms and in the manner contemplated by the Arrangement Agreement, including the expected timing thereof. Such forward-looking information and forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied thereby. Such factors include, among others, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary Court approval and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement, as well as other uncertainties and risk factors set out in the Circular and other filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking information or forward-looking statements. The Company assumes no obligation to update or revise any forward-looking information or forward-looking statement, except as required by applicable securities law.

SOURCE Payfare Inc.