Leading Independent Proxy Advisory Firm ISS Recommends Payfare Shareholders Vote FOR the Plan of Arrangement with Fiserv

  • The Arrangement to “maximize value is reasonable” compared to other alternatives says ISS 
  • The all-cash offer represents a significant premium of approximately 90% to the pre-announcement share price 
  • Don’t Delay. Vote Today! For questions or help with voting, call Kingsdale Advisors on 1-866-581-1490 (North America toll free) or 416-623-2513 (text and call enabled outside North America), or email [email protected] 

TORONTO, January 29, 2025 – Payfare Inc. (“Payfare” or the “Company”)(TSX: PAY, OTCQX: PYFRF) is pleased to announce that Institutional Shareholder Services Inc. (“ISS“), a leading independent proxy advisory firm, has issued a report recommending that Payfare shareholders (“Shareholders”) vote FOR the arrangement agreement (the “Arrangement”) between the Company, Fiserv, Inc. (“Fiserv”)(NYSE: FI) and 1517452 B.C. Ltd. (the “Purchaser”), an affiliate of Fiserv.

Pursuant to the Arrangement under the British Columbia Business Corporations Act, the Purchaser will acquire all of the issued and outstanding Class A common shares of the Company (the “Shares” and each, a “Share”), subject to obtaining shareholder and other customary approvals, for C$4.00 in cash per Share (the “Purchase Price”).  The Arrangement is to be voted on at the special meeting of Shareholders to be held virtually on February 21, 2025 (the “Meeting”).

ISS is a leading independent proxy voting and corporate governance advisory firm whose recommendation may influence how pension funds, investment managers, mutual funds, and other shareholders vote.

In its recommendation to Vote FOR the resolution, ISS has stated that the offer represents a “premium to the unaffected price, valuation appears credible, and the board engaged in a reasonable process”. It also concluded that shareholders stand to receive “certain and immediate cash value” and that the “risk remains elevated” in the event the resolution does not get approved.  

The proxy advisor also took into account the fact that the board was able to increase the offer price from an initial undisclosed value to an indicative value of $3.50 per share, followed by $3.75 per share offer, before fin