Payfare Files Management Information Circular for Special Meeting of Shareholders and Announces Receipt of Interim Order

  • Shareholders are encouraged to vote IN FAVOUR of the Arrangement representing a premium of ~92% to the 60-day VWAP as of the last trading day prior to announcement
  • Vote Today! For questions or help with voting, call Kingsdale Advisors on 1-866-581-1490 (North America toll free), text or call 416-623-2513, or email [email protected]

TORONTO, January 23, 2025 – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY, OTCQX: PYFRF) is pleased to announce that it has filed and is in the process of mailing its management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Company’s shareholders (the “Shareholders”) to be held on February 21, 2025

The Circular and related Meeting materials are being mailed to Shareholders of record as of January 17, 2025. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution”) to approve the previously announced plan of arrangement under the British Columbia Business Corporations Act (the “Arrangement”), subject to the terms and conditions of an arrangement agreement dated December 22, 2024 (the “Arrangement Agreement”), entered into among the Company, Fiserv, Inc. (“Fiserv”) (NYSE: FI) and 1517452 B.C. Ltd. (the “Purchaser”), an affiliate of Fiserv.

Pursuant to the Arrangement, 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”).

Reasons Why You Should Vote IN FAVOUR of the Arrangement Resolution

The Board of Directors (with conflicted directors abstaining) (the “Board”) has unanimously approved the Arrangement after receiving the unanimous recommendation of the special committee of independent directors of the Company (the “Special Committee”). The Board strongly urges Shareholders to vote in favour of the Arrangement Resolution, which they determined is in the best interests of the Company and is fair to the Shareholders.

  • Significant Premium The Purchase Price offers a premium of approximately 90% to the closing price of the Shares on the TSX as of December 20, 202