Annonce • Mar 06
Payfare Inc.(TSX:PAY) dropped from S&P Global BMI Index Payfare Inc.(TSX:PAY) dropped from S&P Global BMI Index Annonce • Mar 04
1517452 B.C. Ltd. completed the acquisition of Payfare Inc. (TSX:PAY) from Su Chun, Kingsferry Capital Management Group Limited and others. 1517452 B.C. Ltd. entered into a definitive arrangement agreement to acquire Payfare Inc. (TSX:PAY) from Su Chun, Kingsferry Capital Management Group Limited and others for approximately CAD 200 million on December 22, 2024. Under the terms of the agreement, 1517452 B.C. Ltd. will acquire all of the issued and outstanding common shares of Payfare for CAD 4 in cash per share. Following completion of the arrangement, it is expected that Payfare Shares will be delisted from the TSX and withdrawn from trading on the OTCQX and Payfare will make an application to cease to be a reporting issuer under applicable Securities Laws. Payfare will pay a termination fee of CAD 10,073,306 to 1517452 B.C. Ltd. in case of termination of the transaction under specified circumstances.
The Transaction is subject to the receipt of Payfare shareholder approval, court approval, certain third-party approvals, regulatory approval and other customary closing conditions for transactions of this nature, as well as subject to Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Board of Directors of Payfare, after receiving the unanimous recommendation of a committee of independent directors, unanimously approved the transaction. The Transaction is not subject to a financing condition and is expected to close in the first quarter of 2025. As of January 23, 2025, Payfare has been granted an interim order from the Supreme Court of British Columbia. Kingsferry Capital Management Group Limited, which beneficially owns, controls or directs approximately 10.6% of the issued and outstanding common shares of Payfare Inc. (TSX: PAY) ("Payfare" or the "Company"), today issued an open letter to fellow shareholders of Payfare, urging them to vote against the proposed acquisition of all of the issued and outstanding shares of the Company by 1517452 B.C. Ltd. As on February 21, 2025, the transaction has been approved by Payfare shareholders. The transaction has been approved by the Supreme Court of British Columbia on February 26, 2025.
Keefe, Bruyette, & Woods Inc. acted as financial advisor and fairness opinion provider to Payfare. Blair Franklin Capital Partners Inc. acted as financial advisor and fairness opinion provider to the Special Committee. Philippe Tardif and Frazer House of Borden Ladner Gervais LLP and Dentons acted as legal advisors to Payfare. Patrick Menda and Susan Tomaine of Blake, Cassels & Graydon LLP and John K. Wilson of Foley & Lardner LLP acted as external legal advisors to Fiserv, Inc., the parent company of 1517452 B.C. Ltd. Odyssey Trust Company acted as transfer agent and registrar and depository bank to Payfare. Kingsdale Advisors acted as information agent to Payfare and 1517452 B.C. Ltd. KPMG LLP acted as independent auditor of Payfare.
1517452 B.C. Ltd. completed the acquisition of Payfare Inc. (TSX:PAY) from Su Chun, Kingsferry Capital Management Group Limited and others on March 3, 2025. As a result of the completion of the arrangement, the Purchaser acquired all of the issued and outstanding Payfare shares. The Payfare shares will cease to be listed on the TSX and to be quoted on the OTCQX. The Purchaser intends to apply for Payfare to cease to be a reporting issuer. Annonce • Mar 03
Payfare's Class A Common Shares to be Delisted from the Toronto Stock Exchange, and Withdrawn from Trading in the U.S. on the OTCQX Payfare Inc. (‘Payfare’ or the ‘Company’) announced that 1517452 B.C. Ltd. (the ‘Purchaser’), an affiliate of Fiserv Inc. (‘Fiserv’) has completed its previously announced acquisition of Payfare pursuant to a plan of arrangement under the British Columbia Business Corporations Act (the ‘Arrangement’). The Class A common shares of Payfare (‘Payfare Shares’) will be delisted from the Toronto Stock Exchange, and will be withdrawn from trading in the U.S. on the OTCQX. Payfare will apply to cease to be a reporting issuer in Canada. The Toronto Stock Exchange will disseminate a notice announcing the delisting of the Payfare Shares in due course. Annonce • Feb 12
Kingsferry Capital Management Urges Shareholders of Payfare to Vote Against Proposed Arrangement Between Payfare and Fiserv On February 11, 2025, Kingsferry Capital Management Group Limited issued an open letter to fellow shareholders of Payfare Inc., urging them to vote against the proposed acquisition of all of the issued and outstanding shares of the Company by 1517452 B.C. Ltd., a subsidiary of Fiserv, Inc., at the Company's upcoming special meeting of shareholders to be held on February 21, 2025. Kingsferry Capital Management expressed its view that the current offer by 1517452 B.C. Ltd., a subsidiary of Fiserv, Inc., to acquire all of the issued and outstanding shares at a price of C$4.00 per share under the proposed plan of arrangement grossly undervalues the Company and prioritizes insider gains over the interests of the Company's shareholders and the interests of the Company. Annonce • Dec 25
1517452 B.C. Ltd. entered into a definitive arrangement agreement to acquire Payfare Inc. (TSX:PAY) for approximately CAD 200 million. 1517452 B.C. Ltd. entered into a definitive arrangement agreement to acquire Payfare Inc. (TSX:PAY) for approximately CAD 200 million on December 22, 2024. Under the terms of the agreement, 1517452 B.C. Ltd. will acquire all of the issued and outstanding common shares of Payfare for CAD 4.00 in cash per share. Payfare will pay a termination fee of CAD 10 million to 1517452 B.C. Ltd. in case of termination of the transaction under specified circumstances.
The Transaction is subject to the receipt of Payfare shareholder approval, court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature. The Board of Directors of Payfare, after receiving the unanimous recommendation of a committee of independent directors ("Special Committee"), unanimously approved the transaction. The Transaction is not subject to a financing condition and is expected to close in the first quarter of 2025. Keefe, Bruyette, & Woods Inc. acted as financial advisor and fairness opinion provider to Payfare . Blair Franklin Capital Partners Inc. acted as financial advisor and fairness opinion provider to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to Payfare. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv, Inc., the parent company of 1517452 B.C. Ltd. Annonce • Nov 20
Payfare Inc. Launches Pronto Providing Earned Wage Access to Canadians Payfare Inc. announced the launch of its new EWA product, Pronto by PayfareTM. Pronto provides Canadian workers with on-demand access to their earned wages, providing them with financial flexibility to manage income and expenses. Pronto, built on Payfare's award winning payout platform, allows employees to access a portion of their wages as they earn, rather than waiting for traditional pay cycles. This ensures that employees can manage unexpected expenses, reduce financial stress and have greater control over their financial well-being. There are over 10 million hourly-paid employees in Canada1 that make up a significant portion of Canada's labour force, especially in industries reliant on shift work or part-time employment. These sectors face challenges in recruiting and retaining skilled workers, where almost half of businesses report difficulties with staff retention2. This underscores the importance of solutions like EWA to support financial flexibility for workers, while helping employers improve workforce stability. Pronto can have significant benefits for employers, including enhanced employee retention, productivity and overall job satisfaction. Offering modern financial solutions like EWA can be a competitive advantage for employers looking to attract talent in today's tight labour market. Employers across Canada can now integrate Pronto seamlessly into their payroll process. Reported Earnings • Nov 08
Third quarter 2024 earnings released: EPS: CA$0.092 (vs CA$0.10 in 3Q 2023) Third quarter 2024 results: EPS: CA$0.092 (down from CA$0.10 in 3Q 2023). Revenue: CA$59.0m (up 25% from 3Q 2023). Net income: CA$4.46m (down 7.2% from 3Q 2023). Profit margin: 7.6% (down from 10% in 3Q 2023). The decrease in margin was driven by higher expenses. Revenue is expected to decline by 70% p.a. on average during the next 2 years, while revenues in the Diversified Financial industry in Germany are expected to grow by 13%. Annonce • Oct 23
Payfare Inc. to Report Q3, 2024 Results on Nov 06, 2024 Payfare Inc. announced that they will report Q3, 2024 results After-Market on Nov 06, 2024 Valuation Update With 7 Day Price Move • Oct 05
Investor sentiment deteriorates as stock falls 18% After last week's 18% share price decline to €1.27, the stock trades at a forward P/E ratio of 17x. Average forward P/E is 11x in the Diversified Financial industry in Germany. Total loss to shareholders of 63% over the past year. New Risk • Sep 27
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of German stocks, typically moving 22% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (22% average weekly change). Earnings are forecast to decline by an average of 124% per year for the foreseeable future. Reported Earnings • Aug 09
Second quarter 2024 earnings released: EPS: CA$0.10 (vs CA$0.044 in 2Q 2023) Second quarter 2024 results: EPS: CA$0.10 (up from CA$0.044 in 2Q 2023). Revenue: CA$56.0m (up 20% from 2Q 2023). Net income: CA$4.90m (up 132% from 2Q 2023). Profit margin: 8.7% (up from 4.5% in 2Q 2023). The increase in margin was driven by higher revenue. Revenue is forecast to grow 24% p.a. on average during the next 2 years, compared to a 14% growth forecast for the Diversified Financial industry in Germany. Valuation Update With 7 Day Price Move • Jul 31
Investor sentiment improves as stock rises 20% After last week's 20% share price gain to €4.64, the stock trades at a forward P/E ratio of 14x. Average forward P/E is 12x in the Diversified Financial industry in Germany. Total returns to shareholders of 7.9% over the past year. Annonce • Jul 24
Payfare Inc. to Report Q2, 2024 Results on Aug 07, 2024 Payfare Inc. announced that they will report Q2, 2024 results After-Market on Aug 07, 2024 Board Change • Mar 01
Insufficient new directors There is 1 new director who has joined the board in the last 3 years. The company's board is composed of: 1 new director. 5 experienced directors. 1 highly experienced director. Independent Director Hugo Chan was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Annonce • Feb 16
Payfare Inc. to Report Q4, 2023 Results on Mar 21, 2024 Payfare Inc. announced that they will report Q4, 2023 results After-Market on Mar 21, 2024 Valuation Update With 7 Day Price Move • Jan 25
Investor sentiment improves as stock rises 19% After last week's 19% share price gain to €5.10, the stock trades at a forward P/E ratio of 15x. Average forward P/E is 10x in the Diversified Financial industry in Germany. Total returns to shareholders of 39% over the past year. Valuation Update With 7 Day Price Move • Dec 23
Investor sentiment improves as stock rises 18% After last week's 18% share price gain to €3.90, the stock trades at a forward P/E ratio of 12x. Average forward P/E is 10x in the Diversified Financial industry in Germany. Total returns to shareholders of 42% over the past year. Annonce • Nov 11
Payfare Inc. Provides Earnings Guidance for the Fourth Quarter of 2023 Payfare Inc. provided earnings guidance for the fourth quarter of 2023. For the quarter, the company expects revenue to be $50 million. Reported Earnings • Nov 10
Third quarter 2023 earnings released: EPS: CA$0.10 (vs CA$0.017 loss in 3Q 2022) Third quarter 2023 results: EPS: CA$0.10 (up from CA$0.017 loss in 3Q 2022). Revenue: CA$47.2m (up 32% from 3Q 2022). Net income: CA$4.81m (up CA$5.63m from 3Q 2022). Profit margin: 10% (up from net loss in 3Q 2022). The move to profitability was driven by higher revenue. Revenue is forecast to grow 27% p.a. on average during the next 3 years, compared to a 10% growth forecast for the Diversified Financial industry in Germany. Valuation Update With 7 Day Price Move • Nov 04
Investor sentiment improves as stock rises 21% After last week's 21% share price gain to €3.48, the stock trades at a forward P/E ratio of 12x. Average forward P/E is 11x in the Diversified Financial industry in Germany. Total returns to shareholders of 4.2% over the past year. Annonce • Nov 01
Payfare Inc. to Report Q3, 2023 Results on Nov 08, 2023 Payfare Inc. announced that they will report Q3, 2023 results After-Market on Nov 08, 2023 Reported Earnings • Aug 10
Second quarter 2023 earnings released: EPS: CA$0.044 (vs CA$0.05 loss in 2Q 2022) Second quarter 2023 results: EPS: CA$0.044 (up from CA$0.05 loss in 2Q 2022). Revenue: CA$46.5m (up 39% from 2Q 2022). Net income: CA$2.11m (up CA$4.42m from 2Q 2022). Profit margin: 4.5% (up from net loss in 2Q 2022). The move to profitability was driven by higher revenue. Revenue is forecast to grow 31% p.a. on average during the next 2 years, compared to a 8.2% growth forecast for the Diversified Financial industry in Germany. Annonce • Jul 26
Payfare Inc. to Report Q2, 2023 Results on Aug 09, 2023 Payfare Inc. announced that they will report Q2, 2023 results After-Market on Aug 09, 2023 New Risk • Jun 29
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 2.0% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Minor Risks Share price has been volatile over the past 3 months (6.9% average weekly change). Shareholders have been diluted in the past year (2.0% increase in shares outstanding). Reported Earnings • May 11
First quarter 2023 earnings released: EPS: CA$0.028 (vs CA$0.058 loss in 1Q 2022) First quarter 2023 results: EPS: CA$0.028 (up from CA$0.058 loss in 1Q 2022). Revenue: CA$42.3m (up 70% from 1Q 2022). Net income: CA$1.29m (up CA$3.99m from 1Q 2022). Profit margin: 3.0% (up from net loss in 1Q 2022). The move to profitability was driven by higher revenue. Revenue is forecast to grow 30% p.a. on average during the next 2 years, compared to a 8.9% growth forecast for the Diversified Financial industry in Germany. Annonce • May 05
Payfare Inc. to Report Q1, 2023 Results on May 10, 2023 Payfare Inc. announced that they will report Q1, 2023 results After-Market on May 10, 2023 Reported Earnings • Mar 24
Full year 2022 earnings released: CA$0.064 loss per share (vs CA$0.49 loss in FY 2021) Full year 2022 results: CA$0.064 loss per share (improved from CA$0.49 loss in FY 2021). Revenue: CA$129.9m (up 197% from FY 2021). Net loss: CA$2.94m (loss narrowed 86% from FY 2021). Revenue is forecast to grow 36% p.a. on average during the next 2 years, compared to a 8.2% growth forecast for the Diversified Financial industry in Germany. Recent Insider Transactions • Nov 23
Insider recently sold €378k worth of stock On the 16th of November, Sheng Huang Chung sold around 116k shares on-market at roughly €3.27 per share. This transaction amounted to 11% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of €207k more than they bought in the last 12 months. Board Change • Nov 21
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Hugo Chan was the last director to join the board, commencing their role in 2022. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Breakeven Date Change • Nov 13
Forecast breakeven date moved forward to 2023 The 5 analysts covering Payfare previously expected the company to break even in 2024. New consensus forecast suggests the company will make a profit of CA$25.8m in 2023. Average annual earnings growth of 113% is required to achieve expected profit on schedule. Reported Earnings • Nov 11
Third quarter 2022 earnings released: CA$0.017 loss per share (vs CA$0.086 loss in 3Q 2021) Third quarter 2022 results: CA$0.017 loss per share (improved from CA$0.086 loss in 3Q 2021). Revenue: CA$35.9m (up 183% from 3Q 2021). Net loss: CA$823.9k (loss narrowed 79% from 3Q 2021). Revenue is forecast to grow 40% p.a. on average during the next 3 years, compared to a 10% growth forecast for the IT industry in Germany. Board Change • Sep 08
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Hugo Chan was the last director to join the board, commencing their role in 2022. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Board Change • Sep 02
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Hugo Chan was the last director to join the board, commencing their role in 2022. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Aug 12
Second quarter 2022 earnings released: CA$0.05 loss per share (vs CA$0.11 loss in 2Q 2021) Second quarter 2022 results: CA$0.05 loss per share (up from CA$0.11 loss in 2Q 2021). Revenue: CA$33.6m (up 285% from 2Q 2021). Net loss: CA$2.31m (loss narrowed 54% from 2Q 2021). Over the next year, revenue is forecast to grow 94%, compared to a 16% growth forecast for the industry in Germany.