UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2024
______________________
Commission File Number: 001-40875
NUVEI CORPORATION
(Exact name of registrant as specified in its charter)
1100 René-Lévesque Boulevard West, Suite 900
Montreal, Quebec H3B 4N4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
EXHIBIT INDEX
| Exhibit No. | Exhibit Description |
| 99.1 | Nuvei obtains final court approval for going private transaction with Advent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Nuvei Corporation
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| Date: June 20, 2024 | By: |
/s/ Lindsay Matthews | |
| Name | Lindsay Matthews | ||
| Title: | General Counsel | ||
Exhibit 99.1
NUVEI OBTAINS FINAL
COURT APPROVAL FOR
GOING PRIVATE TRANSACTION WITH ADVENT
Montréal, June 20, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI)(TSX: NVEI), the Canadian fintech company, announced today that the Company has obtained a final order from the Superior Court of Québec (Commercial Division) approving the previously-announced plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement") involving the Company and Neon Maple Purchaser Inc., a newly-formed entity controlled by Advent International, L.P. This final court approval follows the shareholder approval that was obtained at the special meeting of Nuvei’s shareholders held on Tuesday, June 18, 2024.
The Arrangement remains subject to the satisfaction or waiver of certain other closing conditions customary in a transaction of this nature, including the receipt of key regulatory approvals. Assuming that these remaining conditions to closing are satisfied, the Arrangement is expected to be completed in late 2024 or in the first quarter of 2025.
Further details regarding the Arrangement are provided in the management information circular of the Company dated May 13, 2024, mailed to Nuvei shareholders in connection with the Arrangement, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei's modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 700 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.
Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "Forward-looking information") within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, statements regarding the Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement are forward-looking information.
In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.
Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.
Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under the heading "Risk Factors" in the Company's annual information form filed on March 5, 2024, and under the heading "Risk Factors" in the Company's management's discussion and analysis for the three months ended March 31, 2024. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to obtain the necessary regulatory approvals or to otherwise satisfy the conditions to the completion of the Arrangement, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant transaction costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions. Failure to obtain the necessary regulatory approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Company may be required to pay a termination fee pursuant to the terms of the Arrangement Agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.
Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
For further information please contact:
Investors
Kingsdale Advisors
contactus@kingsdaleadvisors.com
Chris Mammone, Head of
Investor Relations
IR@nuvei.com
Media
Joel Shaffer
FGS Longview
Joel.shaffer@fgslongview.com