Technology
Fly-E Group, Inc. Announces Fiscal Year 2024 Financial Results
Published
6 months agoon
By
NEW YORK, July 1, 2024 /PRNewswire/ — Fly-E Group, Inc. (Nasdaq: FLYE) (“Fly-E” or the “Company”), an electric vehicle company engaged in designing, installing and selling smart electric motorcycles, electric bikes, electric scooters, and related accessories, today announced its financial results for the fiscal year ended March 31, 2024.
Mr. Zhou (Andy) Ou, Chairman and Chief Executive Officer of Fly-E, remarked, “We are thrilled to present our robust inaugural financial results for fiscal year 2024 following our IPO in June 2024. Our net revenues and gross profit surged by an impressive 47.9% and 58.1%, respectively, for fiscal year 2024. This growth has been accompanied by an improvement in our gross profit margin from 38.1% to 40.7%. Despite the challenges posed by inflation, which has led to higher labor and raw material costs that have impacted profitability and customer demand, our income from operations and net income still rose significantly by 41.0% and 37.5%, respectively. Our EBITDA also saw a significant increase of 43.2%, reaching $3.5 million. All these impressive numbers demonstrate the success of our adept management team in their oversight of our pricing strategies and sales enhancement, supplier diversification, logistics optimization, and continuous upgrading of our product portfolio. These efforts collectively reinforce our brand and position in the market. As a fast-growing EV company with eco-friendliness at our core, we are focused on expanding into new territories through online sales and diversifying our product offerings to meet ever-evolving customer demands and travel scenarios. We will continue to invest in our intelligent management service mobile software, the Fly E-Bike app, to further enhance the customer experience. Looking ahead, we are committed to ongoing innovation and expanding our sales network to create greater long-term growth for our company.”
Fiscal Year 2024 Financial Highlights
Net revenues were $32.2 million in fiscal year 2024, an increase of 47.9% from $21.8 million in fiscal year 2023.Gross profit was $13.1 million in fiscal year 2024, an increase of 58.1% from $8.3 million in fiscal year 2023.Gross margin was 40.7% in fiscal year 2024, increased from 38.1% in fiscal year 2023.Income from operations was $3.3 million in fiscal year 2024, an increase of 41.0% from $2.3 million in fiscal year 2023.Net income was $1.9 million in fiscal year 2024, an increase of 37.5% from $1.4 million in fiscal year 2023.Basic and diluted earnings per share were $0.09 in fiscal year 2024, increased from $0.06 in fiscal year 2023.EBITDA was $3.5 million in fiscal year 2024, an increase of 43.2% from $2.4 million in fiscal year 2023.
Fiscal Year 2024 Financial Results
Net Revenues
Net revenues were $32.2 million in fiscal year 2024, an increase of 47.9% from $21.8 million in fiscal year 2023. The increase was driven primarily by the increase of the average sale price of EVs by 2.0%, from $941 in fiscal year 2023 to $960 in fiscal year 2024, and the increase in sales volume of EVs by 7,389 units, from 11,263 units in fiscal year 2023 to 18,652 units in fiscal year 2024.
Retail sales revenue was $26.4 million in fiscal year 2024, an increase of 40.0% from $18.8 million in fiscal year 2023. Wholesale revenue was $5.8 million in fiscal year 2024, an increase of 98.5% from $2.9 million in fiscal year 2023.
Cost of Revenues
Cost of revenues was $19.1 million in fiscal year 2024, an increase of 41.6% from $13.5 million in fiscal year 2023. The increase in cost of revenues was primarily attributable to the increase in sales volume mentioned above and increase in logistics costs as the Company sourced and imported more EV parts and accessories outside the United States during the year ended March 31, 2024.
Gross Profit
Gross profit was $13.1 million in fiscal year 2024, an increase of 58.1% from $8.3 million in fiscal year 2023. Gross margin was 40.7% in fiscal year 2024, increased from 38.1% in fiscal year 2023. The increase in gross profit and gross margin was a result of higher average per unit selling price, increasing from $941 in fiscal year 2023 to $960 in fiscal year 2024. These improvements were driven by product upgrades, enhanced sales channels, and an improved brand image in the market.
Total Operating Expenses
Total operating expenses were $9.8 million in fiscal year 2024, an increase of 64.7% compared to $6.0 million in fiscal year 2023. The increase was attributable to the increase in the payroll expenses, rent expenses, meals and entertainment expenses, professional fees, and development expenses as the Company expanded its business.
Selling expenses were $5.9 million in fiscal year 2024, compared to $3.7 million in fiscal year 2023. Selling expenses primarily consist of payroll expenses, rent and utilities expenses of retail stores and other sales and marketing expenses. Total payroll expenses were $1.6 million in fiscal year 2024, compared to $1.4 million in fiscal year 2023. Rent expenses were $2.4 million in fiscal year 2024, compared to $1.7 million in fiscal year 2023. Because delivery drivers are the Company’s main retail customers, customer referral is the most effective way to market promotion. August through November is the low-season comparing to other months, as such, the Company focuses on client referrals during this period to boost sales. As a result, our marketing referral expense increased to $1.1 million in fiscal year 2024, compared to $15,756 in fiscal year 2023. Utilities expenses were $0.16 million in fiscal year 2024, compared to $0.13 million in fiscal year 2023. The increase in these expenses was primarily due to the increase in the number of new stores and new employees hired for these new stores in fiscal year 2024.General and administrative expenses were $3.9 million in fiscal year 2024, compared to $2.3 million in fiscal year 2023. Meals and entertainment expenses increased to $0.4 million in fiscal year 2024, compared to $0.3 million in fiscal year 2023, primarily due to increased meal expenses for employees who worked overtime. Professional fees increased to $1.0 million in fiscal year 2024, compared to $0.7 million in fiscal year 2023, primarily attributable to the increase in audit fee, consulting fee, and legal expenses associated with the Company’s initial public offering. Payroll expenses increased to $1.1 million in fiscal year 2024 from $0.5 million in fiscal year 2023 primarily due to additional employees hired in operation and accounting departments. Rent expenses increased to $0.2 million in fiscal year 2024, compared to $0.1 million in fiscal year 2023 as a result of office space expansion in fiscal year 2024.
Net Income
Net income was $1.9 million in fiscal year 2024, an increase of 37.5% from $1.4 million in fiscal year 2023, mainly attributable to the reasons discussed above.
Basic and Diluted Earnings per Share
Basic and diluted earnings per share were $0.09 in fiscal year 2024, increased from $0.06 in fiscal year 2023.
EBITDA
EBITDA was $3.5 million in fiscal year 2024, an increase of 43.2% from $2.4 million in fiscal year 2023.
Financial Condition
As of March 31, 2024, the Company had cash of $1.4 million, increased from $0.4 million as of March 31, 2023.
Net cash provided by operating activities was $4.3 million in fiscal year 2024, compared to $1.8 million in fiscal year 2023.
Net cash used in investing activities was $3.2 million in fiscal year 2024, compared to $0.4 million in fiscal year 2023.
Net cash used in financing activities was $0.05 million in fiscal year 2024, compared to $1.4 million in fiscal year 2023.
Recent Development
On June 7, 2024, the Company completed its initial public offering (the “Offering”) of 2,250,000 shares of common stock, at a price of $4.00 per share. On June 25, 2024, the underwriter of the Offering exercised its over-allotment option in full to purchase an additional 337,500 shares of the Company’s common stock at the public offering price of $4.00 per share. After giving effect to the full exercise of the over-allotment option, the Company sold an aggregate 2,587,500 shares of its common stock for aggregate gross proceeds of $10.35 million, before deducting underwriter discounts, commissions and other related expenses. The Company’s shares of common stock began trading on the Nasdaq Capital Market under the symbol “FLYE” on June 6, 2024.
About Fly-E Group, Inc.
Fly-E Group, Inc. is an electric vehicle company that is principally engaged in designing, installing and selling smart electric motorcycles, electric bikes, electric scooters and related accessories under the brand “Fly E-Bike.” The Company’s commitment is to encourage people to incorporate eco-friendly transportation into their active lifestyles, ultimately contributing towards building a more environmentally friendly future. For more information, please visit the Company’s website: https://investors.flyebike.com.
Non-GAAP Financial Measures
To supplement the Company’s financial information presented in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”), management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures, gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financial measure provides investors and analysts useful insight into its financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.
The Company uses EBITDA (earnings before interest, taxes, depreciation, and amortization) to evaluate its operating performance. The Company believes EBITDA provides additional insight into its underlying, ongoing operating performance and facilitates year-to-year comparisons by excluding the earnings impact of interest, tax, depreciation and amortization and that presenting EBITDA is more representative of its operational performance and may be more useful for investors.
The Company reconciles its non-GAAP financial measure to its net income, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation, and amortization. EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and its calculations thereof may not be comparable to those reported by other companies. The Company believes EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in its business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on its operating performance. EBITDA, as presented herein, is a supplemental measure of its performance that is not required by, or presented in accordance with, U.S. GAAP. The Company uses non-GAAP financial measures as supplements to its U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting its business. EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and that the forward-looking statements contained in this press release are subject to the risks set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the section under “Risk Factors” of its most recent Annual Report on Form 10-K for the fiscal year ended March 21, 2024, filed with the SEC on June 28, 2024. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
For investor and media inquiries, please contact:
Fly-E Group, Inc.
Investor Relations Department
Email: ir@flyebike.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
FLY-E GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for the number of shares)
March 31,
2024
March 31,
2023
ASSETS
Current Assets
Cash
$
1,403,514
$
358,894
Accounts receivable
212,804
389,077
Accounts receivable – related parties
326,914
136,565
Inventories, net
5,364,060
3,838,754
Prepayments and other receivables
588,660
782,819
Prepayments and other receivables – related parties
240,256
—
Total Current Assets
8,136,208
5,506,109
Property and equipment, net
1,755,022
785,285
Security deposits
781,581
424,942
Deferred IPO costs
502,198
75,819
Deferred tax assets, net
35,199
211,100
Operating lease right-of-use assets
16,000,742
10,261,556
Intangible assets, net
36,384
—
Long-term prepayment for property
450,000
—
Long-term prepayment for software development– related parties
1,279,000
—
Total Assets
$
28,976,334
$
17,264,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable
$
1,180,796
$
1,005,401
Current portion of long-term loan payables
1,213,242
412,224
Accrued expenses and other payables
925,389
365,662
Other payables – related parties
92,229
332,481
Operating lease liabilities – current
2,852,744
1,836,737
Taxes payable
1,530,416
959,456
Total Current Liabilities
7,794,816
4,911,961
Long-term loan payables
412,817
723,228
Long-term loan payables – related parties
—
150,000
Operating lease liabilities – non-current
13,986,879
8,979,193
Total Liabilities
22,194,512
14,764,382
Commitment and Contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value, 4,400,000 shares authorized and nil
outstanding as of March 31, 2024 and March 31, 2023*
—
—
Common stock, $0.01 par value, 44,000,000 shares authorized and
22,000,000 shares outstanding as of March 31, 2024 and March 31,
2023*
220,000
220,000
Additional Paid-in Capital
2,400,000
—
Shares Subscription Receivable
(219,998)
(219,998)
Retained Earnings
4,395,649
2,500,427
Accumulated other comprehensive loss
(13,829)
—
Total FLY-E Group, Inc. Stockholders’ Equity
6,781,822
2,500,429
Total Liabilities and Stockholders’ Equity
$
28,976,334
$
17,264,811
*
Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance
on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.
FLY-E GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Expressed in U.S. dollars, except for the number of shares)
For the Years Ended
March 31,
2024
2023
Revenues
$
32,205,666
$
21,774,937
Cost of Revenues
19,099,120
13,485,405
Gross Profit
13,106,546
8,289,532
Operating Expenses
Selling Expenses
5,914,786
3,667,227
General and Administrative Expenses
3,931,203
2,309,927
Total Operating Expenses
9,845,989
5,977,154
Income from Operations
3,260,557
2,312,378
Other Expenses, net
(30,352)
(11,524)
Interest Expenses, net
(152,050)
(100,387)
Income Before Income Taxes
3,078,155
2,200,467
Income Tax Expense
(1,182,933)
(821,896)
Net Income
$
1,895,222
$
1,378,571
Other Comprehensive Income (Loss)
Foreign currency translation adjustment
(13,829)
—
Total Comprehensive Income
$
1,881,393
$
1,378,571
Earnings per Share*
$
0.09
$
0.06
Weighted Average Number of Common Stock
– Basic and Diluted*
22,000,000
22,000,000
*
Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance
on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.
FLY-E GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars, except for the number of shares)
For the Years Ended
March 31,
2024
2023
Cash flows from operating activities
Net income
$
1,895,222
$
1,378,571
Adjustments to reconcile net income to net cash provided by operating
activities:
Loss on disposal of property, and equipment
46,084
—
Depreciation expense
272,708
145,783
Amortization expense
1,648
—
Deferred income taxes expenses
176,093
448,800
Amortization of operating lease right-of-use assets
2,277,910
1,905,028
Loss from termination of operating lease
5,957
—
Inventories reserve
456,209
151,378
Changes in operating assets and liabilities:
Accounts receivable
176,273
(334,752)
Accounts receivable – related parties
(190,349)
(136,565)
Inventories
(1,981,515)
615,394
Prepayments and other receivables
194,160
(637,630)
Prepayments for operation services to related parties
(60,000)
—
Security deposits
(422,240)
(130,680)
Accounts payable
2,489,025
(70,928)
Accrued expenses and other payables
334,726
(105,097)
Operating lease liabilities
(1,933,760)
(1,697,190)
Taxes payable
570,769
225,027
Net cash provided by operating activities
4,308,920
1,757,139
Cash flows from investing activities
Purchases of equipment
(1,253,555)
(442,915)
Purchases of property rights
(38,032)
—
Prepayments for property
(450,000)
—
Prepayment for purchasing software from a related party
(1,279,000)
—
Payment received from a related party
111,500
—
Advance to a related party
(291,756)
—
Net cash used in investing activities
(3,200,843)
(442,915)
Cash flows from financing activities
Borrowing from loan payables
1,095,000
1,500,000
Repayments of loan payables
(639,367)
(278,222)
Repayments on other payables – related parties
(290,252)
(2,496,323)
Payments of related party loan
(150,000)
—
Deferred IPO Cost
(201,379)
(75,819)
Capital contributions from Stockholders
136,370
—
Net cash used in financing activities
(49,628)
(1,350,364)
Net changes in cash
1,058,449
(36,140)
Effect of exchange rate changes on cash
(13,829)
—
Cash at beginning of the year
358,894
395,034
Cash at the end of the year
$
1,403,514
$
358,894
Supplemental disclosure of cash flow information
Cash paid for interest expense
$
152,050
$
100,341
Cash paid for income taxes
$
435,881
$
148,064
Supplemental disclosure of non-cash investing and financing activities
Settlement of accounts payable by related parties
$
50,000
$
—
Settlement of accounts payable by capital contribution
$
2,263,630
$
—
Purchase of vehicle funded by loan
$
34,974
$
—
Unpaid deferred IPO cost
$
225,000
$
11,717
Termination of operating lease right-of-use assets and operating lease
liabilities
$
(2,814,235)
—
Right-of-use assets obtained in exchange for operating lease liabilities
$
10,771,688
$
4,082,664
The following table sets forth the components of our EBITDA for the years ended March 31, 2024 and 2023:
For the Year Ended March 31,
2024
2023
Change
Percentage
Change
Net Income from Operations
$
1,895,222
$
1,378,571
$
516,651
37.5
%
Income Tax Provision
1,182,933
821,896
361,037
43.9
%
Depreciation
272,708
145,783
126,925
87.1
%
Interest Expenses
152,050
100,387
51,663
51.5
%
Amortization
1,648
—
1,648
100
%
EBITDA
$
3,504,561
$
2,446,637
$
1,057,924
43.2
%
Percentage of Revenue
10.9
%
11.2
%
(0.3)
%
View original content:https://www.prnewswire.com/news-releases/fly-e-group-inc-announces-fiscal-year-2024-financial-results-302187077.html
SOURCE Fly-E Group, Inc.
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+1 646 540 3249
gary.bisbee@tr.com
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Technology
Payfare Enters into Definitive Agreement to be Acquired by Fiserv
Published
58 minutes agoon
December 23, 2024By
TORONTO, Dec. 23, 2024 /PRNewswire/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF), a leading international Earned Wage Access (“EWA”) company powering instant access to earnings and digital banking solutions for workforces, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1517452 B.C. Ltd. the “Purchaser”), an affiliate of Fiserv, Inc. (NYSE: FI) “Fiserv”) a leading global provider of payments and financial services technology, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company for CA$4.00 in cash per share (the “Purchase Price”), for total consideration of approximately CA$201.5 million.
The Purchase Price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (the “TSX”) of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date.
“Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer,” said Marco Margiotta, Payfare CEO, and Founding Partner. “This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter.”
“Payfare has built a reputation as an innovator in workforce payments for gig-economy companies,” said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. “Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv.”
Transaction Details
The Company’s board of directors (with conflicted directors abstaining) (the “Board”), after receiving the unanimous recommendation of a committee of independent directors (the “Special Committee”), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.
The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by shareholders, and, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of a majority of votes cast by shareholders, excluding certain directors and officers, at a special meeting of shareholders of the Company. In addition, the Transaction is subject to the receipt of court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature.
The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA$10 million termination fee to the Purchaser if the Transaction is terminated in certain circumstances. The Arrangement Agreement also provides for reimbursement of the expenses of the Purchaser in certain circumstances.
The Company intends to hold a special meeting of its shareholders (the “Shareholders’ Meeting”), where the Transaction will be considered and voted upon by shareholders of record.
The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.
Unanimous Board Approval
The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board’s determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:
Significant Premium – the Purchase Price represents a premium of approximately 90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date;
Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;
Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. (“Blair Franklin“), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;
Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee;
All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;
Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of British Columbia; and
Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders’ Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately 11.3% of the issued and outstanding shares of the Company.
Opinions
In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.
Filings and Proxy Materials
Further information regarding the Transaction, the Arrangement Agreement and the Shareholders’ Meeting, including a copy of Blair Franklin’s and KBW’s fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders’ Meeting will be available on SEDAR+ at www.sedarplus.ca.
Advisors
Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.
Conference Call
Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.
An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.
About Payfare (TSX:PAY, OTCQX: PYFRF)
Payfare is a leading, international Earned Wage Access (“EWA”) company powering instant access to earnings through an award-winning digital banking platform for today’s workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.
For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com
About Fiserv
Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.
Forward Looking Statements
Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.
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SOURCE Payfare Inc.
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