Davis Polk is advising Nuvei Corporation in connection with its $889 million recommended cash offer to acquire the entire share capital of SafeCharge International Group Limited. Nuvei has received irrevocable undertakings in favor of the offer from shareholders holding in aggregate approximately 70.51% of SafeCharge’s issued share capital. SafeCharge shareholders will receive $5.55 in cash for each share. The cash consideration will be financed from a combination of the proceeds of subscription of equity and debt securities in Nuvei by its major shareholders and third party debt to be provided under facilities arranged by BMO Capital Markets. The offer, that will be implemented by way of a Guernsey scheme of arrangement, is subject to regulatory approvals and other customary conditions. The transaction is expected to complete in the third quarter of 2019.
Nuvei is one of the leading providers of technology-driven payment solutions to merchants and technology and distribution partners, primarily in the United States and Canada. It is privately held by its founder, Phillip Fayer, certain members of management and investors CDP Investissements Inc., a wholly own subsidiary of Caisse de dépôt et placement du Quebec, and funds managed by Novacap. SafeCharge provides global omni-channel payments services from card acquiring and issuing to payment processing and checkout, all underpinned by advanced risk management solutions. The ordinary shares of SafeCharge have been quoted on the AIM market of the London Stock Exchange since 2014 under the symbol AIM:SCH.
The Davis Polk corporate team includes partner Will Pearce, counsel Simon J Little and associates Joseph Scrace and Fiona Tregeagle. Partner Nick Benham, counsel Aaron Ferner and associate Patrick Ryan are advising on the debt financing of the transaction. Partner Jonathan Cooklin is providing tax advice. Counsel Nicholas Spearing and associate Mark Chalmers are providing regulatory and antitrust advice. All members of the Davis Polk team are based in the London office.