Payoneer Global (PAYO) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for the acquisition of Payoneer by Nuvei Parent, with Payoneer to become a wholly owned subsidiary and shareholders to receive $7.40 per share in cash.

• The board of directors of both companies unanimously approved the merger, and a special meeting of shareholders is scheduled for September 14, 2026, to vote on the transaction.

• The merger consideration represents a 44% premium to the closing price prior to the announcement of advanced discussions.

• The transaction is expected to close in mid-2027, subject to regulatory approvals and customary closing conditions.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: adoption of the merger agreement, an advisory vote on executive compensation related to the merger, and adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote is counted as a vote against the merger.

• Voting and support agreements have been signed by certain directors, officers, and major shareholders representing about 19% of voting power, obligating them to vote in favor of the merger.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged Qatalyst Partners as financial advisor, and negotiated with multiple parties before selecting Nuvei Parent's offer.

• The board considered the premium, certainty of cash consideration, market check, and likelihood of closing in its unanimous recommendation.

• The merger agreement includes customary representations, warranties, and covenants, with the board retaining the right to consider superior proposals under certain conditions.