Reported Earnings • Feb 23
Full year 2022 earnings: EPS exceeds analyst expectations Full year 2022 results: EPS: US$0.065 (up from US$0.006 loss in FY 2021). Revenue: US$282.7m (up 13% from FY 2021). Net income: US$8.26m (up US$9.07m from FY 2021). Profit margin: 2.9% (up from net loss in FY 2021). The move to profitability was driven by higher revenue. Revenue was in line with analyst estimates. Earnings per share (EPS) surpassed analyst estimates by 11%. Revenue is forecast to grow 9.5% p.a. on average during the next 3 years, compared to a 10% growth forecast for the IT industry in the US. Over the last 3 years on average, earnings per share has increased by 129% per year but the company’s share price has fallen by 2% per year, which means it is significantly lagging earnings. Price Target Changed • Jan 12
Price target increased to US$9.82 Up from US$9.10, the current price target is an average from 7 analysts. New target price is approximately in line with last closing price of US$9.69. The company is forecast to post earnings per share of US$0.063 next year compared to a net loss per share of US$0.0064 last year. Announcement • Jan 11
Nuvei Corporation (TSX:NVEI) entered into a definitive agreement to acquire Paya Holdings Inc. (NasdaqCM:PAYA) from GTCR-Ultra Holdings, LLC and others for $1.3 billion. Nuvei Corporation (TSX:NVEI) entered into a definitive agreement to acquire Paya Holdings Inc. (NasdaqCM:PAYA) from GTCR-Ultra Holdings, LLC and others for $1.3 billion on January 8, 2023. Under the terms of the agreement, Nuvei will commence a tender offer to purchase all of the issued and outstanding shares of common stock of Paya for $9.75 per share in cash. Nuvei expects to finance the acquisition with a combination of cash on hand, an existing credit facility and a new committed $600 million first lien secured credit facility. Bank of Montreal and Royal Bank of Canada have provided committed financing to Nuvei. Following the consummation of the offer, subject to the terms and conditions of the merger agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “ DGCL ”), merger sub will be merged with and into the company, with the company surviving the merger as a wholly owned subsidiary of parent in accordance with the DGCL. Following the successful completion of the tender offer, Nuvei will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Paya will pay a termination fee of $37.862852 million to Nuvei, in case Paya terminates the transaction.
The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Paya’s outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. The transaction has been unanimously approved by both Nuvei's and Paya's Board of Directors, and the Board of Directors of Paya intends to recommend the transaction to Paya’s stockholders. On January 8, 2023, in connection with the execution and delivery of the Merger Agreement, GTCR owning approximately 34% of the outstanding shares, entered into a tender and support agreement to tender all of the shares in favor of the transaction. The transaction is expected to close by the end of the first quarter of 2023. The transaction is expected to be accretive to adjusted EPS in 2023. Evan Rosen (corporate), David Hahn and Welton E. Blount (finance), Veronica M. Wissel (executive compensation team), William A. Curran (tax), Matthew J. Bacal (IP), Daniel P. Stipano (financial institutions team), Jesse Solomon (antitrust and competition), and Marcel Fausten (capital markets) of Davis Polk & Wardwell LLP and Stikeman Elliott LLP acted as legal advisor to Nuvei. Sanford E. Perl, Mark A. Fennell, Sarkis Jebejian and Rachael G. Coffey of Kirkland & Ellis LLP acted as legal advisor to Paya. J.P. Morgan Securities LLC and Raymond James & Associates, Inc. acted as financial advisors and fairness opinion provider to Paya. Barclays Capital Inc., BMO Capital Markets, RBC Capital Markets and Evercore Group LLC acted as financial advisors to Nuvei. Simpson Thacher & Bartlett LLP acted as legal advisor to GTCR. 
