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TENCENT ANNOUNCES 2024 THIRD QUARTER RESULTS

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HONG KONG, Nov. 13, 2024 /PRNewswire/ — Tencent Holdings Limited (HKEX: 00700 (HKD Counter) and 80700 (RMB Counter), “Tencent” or the “Company”), a world-leading Internet and technology company in China, today announced the unaudited consolidated results for the third quarter (“3Q2024”) ended Sep 30, 2024.

Mr. Ma Huateng, Chairman and CEO of Tencent, said, “During the third quarter of 2024, we delivered robust revenue growth in our games business, underpinned by consistent performance of evergreen games globally and contributions from new games with evergreen potential. We upgraded our eCommerce strategy around Mini Shops, to create a unified and trustworthy transaction experience spanning the entire Weixin ecosystem. We are increasingly seeing tangible benefits of deploying AI across our products and operations including marketing services and cloud, and will continue investing in AI technology, tools and solutions that assist users and partners.”

3Q2024 Financial Highlights

Revenues: +8% YoY; gross profit: +16% YoY; non-IFRS[1] operating profit*: +19% YoY

Total revenues were RMB167.2 billion (USD23.9 billion[2]), up 8% over the third quarter of 2023 (“YoY”).Gross profit was RMB88.8 billion (USD12.7 billion), up 16% YoY.On a non-IFRS basis, which is intended to reflect core earnings by excluding certain one-time and/or non-cash items:Operating profit* was RMB61.3 billion (USD8.7 billion), up 19% YoY. Operating margin* increased to 37% from 33% last year.Profit for the period was RMB60.9 billion (USD8.7 billion), up 33% YoY.Profit attributable to equity holders of the Company for the quarter was RMB59.8 billion (USD8.5 billion), up 33% YoY.Basic earnings per share were RMB6.475. Diluted earnings per share were RMB6.340.On an IFRS basis:Operating profit* was RMB53.3 billion (USD7.6 billion), up 20% YoY. Operating margin* increased to 32% from 29% last year.Profit for the period was RMB54.0 billion (USD7.7 billion), up 47% YoY.Profit attributable to equity holders of the Company for the quarter was RMB53.2 billion (USD7.6 billion), up 47% YoY.Basic earnings per share were RMB5.762. Diluted earnings per share were RMB5.644.Total cash was RMB425.5 billion (USD60.7 billion) and free cash flow was RMB58.5 billion (USD8.3 billion), +14% YoY. Net cash position totalled RMB95.5 billion (USD13.6 billion).Fair value of our shareholdings[3] in listed investee companies (excluding subsidiaries) totalled RMB612.5 billion (USD87.4 billion) and the carrying book value of our shareholdings in unlisted investee companies (excluding subsidiaries) was RMB327.7 billion (USD46.8 billion).During the third quarter of 2024, the Company repurchased approximately 94.9 million shares on the Hong Kong Stock Exchange for a consideration of approximately HKD35.9 billion.

[1] Non-IFRS adjustments excludes share-based compensation, M&A related impact such as net (gains)/losses from investee companies, amortisation of intangible assets, impairment provisions/(reversals), SSV & CPP, income tax effects and others

[2] Figures stated in USD are based on USD1 to RMB7.0074

[3] Including those held via special purpose vehicles, on an attributable basis

* Since the fourth quarter of 2023, certain items have been reclassified from above to below the operating profit line. Historical comparative figures have been restated accordingly. Please refer to the earnings announcement for details. 

3Q24 Business Review and Outlook

Mini Programs’ GMV grew at a high teens year-on-year rate to over RMB 2 trillion in the third quarter of 2024, benefitting from better coverage and solutions for use cases such as food ordering, electric vehicle charging and medical services.We provided merchants with more traffic and transaction support through Mini Shops, a platform where merchants operate storefronts with indexed and standardised merchandise. Leveraging Weixin’s social interactions, content platforms and payment capabilities, Mini Shops help merchants to effectively reach customers and drive sales conversions.Utilising large language model capabilities, Weixin Search facilitated its understanding of complex queries and content, enhancing the relevance of search results. Weixin Search grew commercial queries and click-through rates year-on-year.The QQ team has comprehensively upgraded the platform’s back end infrastructure, and added and popularised new functionalities such as Tencent Channels, resulting in QQ mobile device MAU returning to year-on-year growth in the third quarter of 2024.Music subscriptions increased 16% year-on-year to 119 million[4], benefitting from enhanced recommendation algorithms, enriched content offerings and upgraded audio quality.Long-form video subscriptions increased 6% year-on-year to 116 million[5], benefitting from popular animated series and drama series.Our flagship evergreen games in domestic markets, Honour of Kings and Peacekeeper Elite, delivered healthy year-on-year growth in gross receipts. Other evergreen games, Naruto Mobile and VALORANT, reached new highs in quarterly average DAU. We released Delta Force, our first multi-platform first person shooter, which achieved high average user daily time spent and retention rates, demonstrating evergreen potential.In international markets, VALORANT expanded from PC to PlayStation and Xbox with the launch of its console version in five key international markets, contributing to the game growing gross receipts by over 30% year-on-year during the third quarter of 2024.We released Tencent Hunyuan Turbo, an upgraded foundation model utilising a heterogeneous Mixture-of-Experts (MoE) architecture, which doubled training and inference efficiency, and halved inference cost, versus its predecessor Tencent Hunyuan Pro.

[4] The average number of subscriptions as of the last day of each month during the third quarter of 2024

[5] The average daily number of subscriptions for the third quarter of 2024; year-on-year growth rate was calculated based on restated comparative figure

Operating Metrics

As at

30 September

2024

As at

30 September

2023

Year-

on-year

change

As at

30 June

2024

Quarter-on-
quarter

change

(in millions, unless specified)

Combined MAU of Weixin               

  and WeChat

1,382

1,336

3 %

1,371

0.8 %

Mobile device MAU of QQ                                     

562

558

0.7 %

571

-2 %

Fee-based VAS registered

  subscriptions#

265

243

9 %

263

0.8 %

# Adjusted to report the average daily number of subscriptions during the quarter, since the first quarter of 2024

3Q24 Management Discussion and Analysis

Revenues from VAS increased by 9% year-on-year to RMB82.7 billion for the third quarter of 2024. International Games revenues were RMB14.5 billion, up 9% year-on-year (or up 11% on a constant currency basis), due to robust performances from games including PUBG MOBILE and Brawl Stars. Revenue growth for International Games substantially lagged gross receipts growth, as improved retention rates for certain titles led to us elongating revenue deferral periods. Domestic Games revenues increased by 14% year-on-year to RMB37.3 billion, driven by games including VALORANT, Honour of Kings, Peacekeeper Elite and DnF Mobile. Social Networks revenues rose by 4% year-on-year to RMB30.9 billion, supported by growth in app-based game virtual item sales, music subscription revenues and Mini Games platform service fees, partially offset by a decline in music-related and games-related live streaming revenues.

Revenues from Marketing Services[6] were RMB30.0 billion for the third quarter of 2024, up 17% year-on-year, driven by robust advertiser demand for Video Accounts, Mini Programs and Weixin Search inventories and, to a lesser extent, contributions from Paris Olympics-related brand advertising. Advertising spending from the games and eCommerce categories increased year-on-year, which outweighed reduced spending from the real estate and food & beverage categories.

Revenues from FinTech and Business Services rose by 2% year-on-year to RMB53.1 billion for the third quarter of 2024. FinTech Services revenues in aggregate remained largely stable compared to the same quarter last year, within which wealth management services revenues increased year-on-year due to more users and higher aggregated customer assets while payment services revenues declined due to subdued consumption spending. Business Services revenues were up year-on-year, driven by growth in cloud services revenues and eCommerce technology service fees.

For other detailed disclosure, please refer to our website https://www.tencent.com/en-us/investors.htmlhttp://www.tencent.com/ir, or follow us via Weixin Official Account (Weixin ID: Tencent_IR).

[6] Starting this quarter, we have renamed this revenue segment from ‘Online Advertising’ to ‘Marketing Services’ to better represent the breadth of our marketing solutions and accompanying technology services across our online marketing properties

About Tencent

Tencent uses technology to enrich the lives of Internet users.

Our communication and social services, Weixin and QQ, connect users with each other and with digital content and services, both online and offline, making their lives more convenient. Our targeted advertising service helps advertisers reach out to hundreds of millions of consumers in China. Our FinTech and business services support partners’ business growth and assist their digital upgrade.

Tencent invests heavily in talent and technological innovation, actively promoting the development of the Internet industry. Tencent was founded in Shenzhen, China, in 1998. Tencent has been listed on the Main Board of the Stock Exchange of Hong Kong since 2004. 

Investor contact: IR@tencent.com

Media contact: GC@tencent.com 

Non-IFRS Financial Measures

To supplement the consolidated results of the Group (“the Company and its subsidiaries”) prepared in accordance with IFRS, certain additional non-IFRS financial measures (in terms of operating profit, operating margin, profit for the period, profit attributable to equity holders of the Company, basic EPS and diluted EPS) have been presented in this press release. These unaudited non-IFRS financial measures should be considered in addition to, not as a substitute for, measures of the Group’s financial performance prepared in accordance with IFRS. In addition, these non-IFRS financial measures may be defined differently from similar terms used by other companies.

The Company’s management believes that the non-IFRS financial measures provide investors with useful supplementary information to assess the performance of the Group’s core operations by excluding certain non-cash items and certain impact of investment-related transactions. In addition, non-IFRS adjustments include relevant non-IFRS adjustments for the Group’s major associates based on available published financials of the relevant major associates, or estimates made by the Company’s management based on available information, certain expectations, assumptions and premises.

Forward-Looking Statements

This press release contains forward-looking statements relating to the business outlook, estimates of financial performance, forecast business plans and growth strategies of the Group. These forward-looking statements are based on information currently available to the Group and are stated herein on the basis of the outlook at the time of this press release. They are based on certain expectations, assumptions and premises, some of which are subjective or beyond our control. These forward-looking statements may prove to be incorrect and may not be realised in the future. Underlying these forward-looking statements are a lot of risks and uncertainties. In light of the risks and uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as representations by the Board or the Company that the plans and objectives will be achieved, and investors should not place undue reliance on such statements.

CONDENSED CONSOLIDATED INCOME STATEMENT

RMB in millions, unless specified

Unaudited

Unaudited

3Q2024

 

3Q2023

Restated*

3Q2024

 

2Q2024

 

Revenues

167,193

154,625

167,193

161,117

VAS

82,695

75,748

82,695

78,822

Marketing Services

29,993

25,721

29,993

29,871

FinTech and Business Services

53,089

52,048

53,089

50,440

Others

1,416

1,108

1,416

1,984

Cost of revenues

(78,365)

(78,102)

(78,365)

(75,222)

Gross profit

88,828

76,523

88,828

85,895

Gross margin

53 %

49 %

53 %

53 %

Selling and marketing expenses

(9,411)

(7,912)

(9,411)

(9,156)

General and administrative expenses

(29,058)

(26,289)

(29,058)

(27,491)

Other gains/(losses), net

2,974

2,026*

2,974

1,484

Operating profit

53,333

44,348*

53,333

50,732

  Operating margin

32 %

29 %*

32 %

31 %

Net gains/(losses) from investments
   and others

3,066

618*

3,066

 

(654)

Interest income

3,996

3,509*

3,996

3,850

Finance costs

(3,531)

(2,784)

(3,531)

(3,112)

Share of profit/(loss) of associates and
   joint ventures, net

6,019

2,098

6,019

 

7,718

Profit before income tax

62,883

47,789

62,883

58,534

Income tax expense

(8,900)

(11,008)

(8,900)

(10,168)

Profit for the period

53,983

36,781

53,983

48,366

Attributable to:

    Equity holders of the Company

53,230

36,182

53,230

47,630

    Non-controlling interests

753

599

753

736

Non-IFRS operating profit

61,274

51,668*

61,274

58,443

Non-IFRS profit attributable to equity
   holders of the Company

59,813

44,921

59,813

57,313

Earnings per share for profit
   attributable to equity holders of
   the Company
   (in RMB per share)

– basic

5.762

3.828

5.762

5.112

– diluted

5.644

3.752

5.644

4.994

* Since the fourth quarter of 2023, certain items have been reclassified from above to below the operating profit line. Historical comparative figures have been restated accordingly. Please refer to the earnings announcement for details.

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

RMB in millions, unless specified

Unaudited

3Q2024

3Q2023

Profit for the period

53,983

36,781

Other comprehensive income, net of tax:

Items that may be subsequently reclassified to profit or loss

Share of other comprehensive income of associates and joint ventures

155

278

Transfer to profit or loss upon disposal of financial assets at fair value through
   other comprehensive income

1

Net gains/(losses) from changes in fair value of financial assets at fair value
   through other comprehensive income

20

(3)

Currency translation differences

(2,909)

(7,303)

Net movement in reserves for hedges

(880)

(897)

Items that will not be subsequently reclassified to profit or loss

Share of other comprehensive income of associates and joint ventures

52

564

Net gains/(losses) from changes in fair value of financial assets at fair value
   through other comprehensive income

33,578

(25,417)

Currency translation differences

(153)

(720)

Net movement in reserves for hedges

19

29,882

(33,497)

Total comprehensive income for the period

83,865

3,284

Attributable to:

    Equity holders of the Company

82,179

3,526

    Non-controlling interests

1,686

(242)

 

 

OTHER FINANCIAL INFORMATION

RMB in millions, unless specified

Unaudited

3Q2024

2Q2024

3Q2023

EBITDA (a)

64,397

62,902

55,824

Adjusted EBITDA (a)

69,656

68,518

61,301

Adjusted EBITDA margin (b)

42 %

43 %

40 %

Interest and related expenses

3,145

2,918

3,061

Net cash/(debt) (c)

95,462

71,757

36,431

Capital expenditures (d)

17,094

8,729

8,005

Note:

(a)    EBITDA is calculated as operating profit minus other gains/(losses), net, and adding back depreciation of property, plant and equipment, investment properties as well as right-of-use assets, and amortisation of intangible assets and land use rights. Adjusted EBITDA is calculated as EBITDA plus equity-settled share-based compensation expenses.

(b)    Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues.

(c)     Net cash/(debt) represents period end balance and is calculated as cash and cash equivalents, plus term deposits and others, minus borrowings and notes payable.

(d)    Capital expenditures consist of additions (excluding business combinations) to property, plant and equipment, construction in progress, investment properties, land use rights and intangible assets (excluding long-form video and music content, game licences and other content).

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

RMB in millions, unless specified

Unaudited

Audited

As at

September 30, 2024

As at

December 31, 2023

ASSETS

Non-current assets

  Property, plant and equipment

69,583

53,232

  Land use rights

23,310

17,179

  Right-of-use assets

17,793

20,464

  Construction in progress

12,801

13,583

  Investment properties

738

570

  Intangible assets

178,773

177,727

  Investments in associates

266,057

253,696

  Investments in joint ventures

7,113

7,969

  Financial assets at fair value through profit or loss

209,200

211,145

  Financial assets at fair value through other

   comprehensive income

283,632

213,951

  Prepayments, deposits and other assets

27,995

28,439

  Other financial assets

848

2,527

  Deferred income tax assets

31,214

29,017

  Term deposits

70,134

29,301

1,199,191

1,058,800

Current assets

  Inventories

9,823

456

  Accounts receivable

47,336

46,606

  Prepayments, deposits and other assets

103,135

88,411

  Other financial assets

4,950

5,949

  Financial assets at fair value through profit or loss

9,773

14,903

  Financial assets at fair value through other

   comprehensive income

2,132

  Term deposits

197,995

185,983

  Restricted cash

3,554

3,818

  Cash and cash equivalents

145,468

172,320

524,166

518,446

Total assets

1,723,357

1,577,246

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)

RMB in millions, unless specified

Unaudited

Audited

As at

September 30, 2024

As at

December 31, 2023

EQUITY

Equity attributable to equity holders of the Company

  Share capital

  Share premium

37,201

37,989

  Treasury shares

(2,571)

(4,740)

  Shares held for share award schemes

(4,976)

(5,350)

  Other reserves

21,113

(33,219)

  Retained earnings

861,819

813,911

912,586

808,591

Non-controlling interests

67,921

65,090

Total equity

980,507

873,681

LIABILITIES

Non-current liabilities

  Borrowings

151,600

155,819

  Notes payable

127,285

137,101

  Long-term payables

12,227

12,169

  Other financial liabilities

7,904

8,781

  Deferred income tax liabilities

15,561

17,635

  Lease liabilities

14,023

16,468

  Deferred revenue

6,473

3,435

335,073

351,408

Current liabilities

  Accounts payable

142,665

100,948

  Other payables and accruals

73,036

76,595

  Borrowings

42,767

41,537

  Notes payable

8,403

14,161

  Current income tax liabilities

19,044

17,664

  Other tax liabilities

4,873

4,372

  Other financial liabilities

4,823

4,558

  Lease liabilities

5,583

6,154

  Deferred revenue

106,583

86,168

407,777

352,157

Total liabilities

742,850

703,565

Total equity and liabilities

1,723,357

1,577,246

 

 

RECONCILIATIONS OF THE GROUP’S NON-IFRS FINANCIAL MEASURES TO THE NEAREST MEASURES PREPARED IN ACCORDANCE WITH IFRS

As

reported

Adjustments

Non-IFRS

RMB in millions,

unless specified

Share-based

compensation
(a)

Net
(gains)/losses
from investee
companies (b)

Amortisation of

intangible assets (c)

Impairment

provisions/
(reversals) (d)

SSV & CPP
(e)

Others
(f)

Income

tax effects
(g)

Unaudited three months ended 30 September 2024

Operating profit

53,333

6,377

1,324

240

61,274

Share of profit/(loss) of associates
  and joint ventures, net

6,019

985

60

1,433

12

8,509

Profit for the period

53,983

7,362

(6,610)

2,757

3,788

304

(653)

60,931

Profit attributable to

 equity holders

53,230

7,180

(6,664)

2,591

3,766

304

(594)

59,813

Operating margin

32 %

37 %

Unaudited three months ended 30 June 2024

Operating profit

50,732

6,213

1,305

190

3

58,443

Share of profit/(loss) of associates and
  joint ventures, net

7,718

926

(91)

1,313

20

9,886

Profit for the period

48,366

7,139

(3,672)

2,618

3,526

1,025

3

(561)

58,444

Profit attributable to

 equity holders

47,630

6,981

(3,726)

2,418

3,492

1,025

3

(510)

57,313

Operating margin

31 %

36 %

Unaudited three months ended 30 September 2023

Operating profit (Restated) *

44,348

5,655

1,434

231

51,668

Share of profit/(loss) of associates and
  joint ventures, net

2,098

1,293

138

1,232

25

4,786

Profit for the period

36,781

6,948

(565)

2,666

346

301

(640)

45,837

Profit attributable to

 equity holders

36,182

6,833

(583)

2,458

309

301

(579)

44,921

Operating margin (Restated) *

29 %

33 %

Note:

(a) Including put options granted to employees of investee companies on their shares and shares to be issued under investee companies’ share-based incentive plans which can be acquired by the Group, and other incentives

(b) Including net (gains)/losses on deemed disposals/disposals of investee companies, fair value changes arising from investee companies, and other expenses in relation to equity transactions of investee companies

(c) Amortisation of intangible assets resulting from acquisitions

(d) Mainly including impairment provisions/(reversals) for associates, joint ventures, goodwill and other intangible assets arising from acquisitions

(e) Mainly including donations and expenses incurred for the Group’s Sustainable Social Value and Common Prosperity Programme (“SSV & CPP”) initiatives 

(f) Primarily non-recurring compliance-related costs and expenses incurred for certain litigation settlements of the Group and/or arising from investee companies

(g) Income tax effects of non-IFRS adjustments

 

*  Since the fourth quarter of 2023, certain items have been reclassified from above to below the operating profit line. Historical comparative figures have been restated accordingly. Please refer to the earnings announcement for details.

 

View original content:https://www.prnewswire.com/apac/news-releases/tencent-announces-2024-third-quarter-results-302303956.html

SOURCE Tencent

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Andlauer Healthcare Group to Report Fourth Quarter and Year-End 2024 Financial Results on February 26, 2025

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TORONTO, Jan. 23, 2025 /CNW/ – Andlauer Healthcare Group Inc. (TSX: AND) (“AHG” or the “Company”) will release its 2024 fourth quarter and year-end financial results after market close on Wednesday, February 26, 2025. Michael Andlauer, Chief Executive Officer, and Peter Bromley, Chief Financial Officer, will host a conference call for analysts and investors on Thursday, February 27, 2025 at 8:30 a.m. (ET).

To join the conference call without operator assistance, you may register and enter your phone number at https://emportal.ink/40mprQB to receive an instant automated call back. Alternatively, you can dial (416) 945-7677 or (888) 699-1199 to reach a live operator that will join you into the call.

You can access a live webcast of the call under the Presentations & Events section of AHG’s investor website at:
www.andlauerhealthcare.com/andlauer-healthcare-presentations-events 

To access a replay of the conference call, dial (289) 819-1450 or (888) 660-6345, passcode: 16346 #. The replay will be available until March 6, 2025. The webcast will be archived on the Company’s website following the conclusion of the call.

About AHG

AHG is a leading and growing supply chain management company offering a robust platform of customized third-party logistics (“3PL”) and specialized transportation solutions for the healthcare sector. The Company’s 3PL services include customized logistics, distribution and packaging solutions for healthcare manufacturers across Canada. AHG’s specialized transportation services in Canada, including air freight forwarding, ground transportation, dedicated delivery and last mile services, provide a one-stop shop for clients’ healthcare transportation needs. Through its complementary service offerings, available across a coast-to-coast distribution network, AHG strives to accommodate the full range of its clients’ specialized supply chain needs on an integrated and efficient basis. The Company also provides specialized ground transportation services, primarily to the healthcare sector, across the 48 contiguous U.S. states. For more information on AHG, please visit: www.andlauerhealthcare.com  

SOURCE Andlauer Healthcare Group Inc.

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

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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 announcementVote 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 contactus@kingsdaleadvisors.com 

TORONTO, Jan. 23, 2025 /CNW/ – 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, 2024 (the last trading day before the announcement of the Arrangement), and of approximately 92% to the 60-day volume-weighted average trading price as of that date. This premium represents a compelling and immediate value proposition for Shareholders.

Certainty of Value – Failure to approve the Arrangement could risk Shareholders’ ability to realize this substantial premium and the certainty of value it provides, potentially undermining long-term shareholder value. Failure to approve the Arrangement would likely have a material negative effect on the market price of the Shares, which could return to the price levels of the Shares before the Arrangement was announced or lower.

Strategic Review Process – The Board took decisive action by initiating the strategic review process announced on September 29, 2024. Market sentiment highlighted a significant increase in the risks associated with remaining a standalone business. The Company, together with its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), explored multiple acquisition, partnership, and sale opportunities. None of these alternatives resulted in an alternative superior to the Arrangement, underscoring the Arrangement’s strategic and financial attractiveness.

Fairness Opinions – KBW and independent financial advisor Blair Franklin Capital Partners Inc. (“Blair Franklin“) provided fairness opinions to the Board and, in the case of Blair Franklin, to the Special Committee. Both opinions concluded that the consideration to be received by Shareholders under the Arrangement is fair, from a financial point of view, to Shareholders.

Negotiated Terms – The terms of the Arrangement reflect a comprehensive and rigorous negotiation process conducted at arm’s length under the direct oversight of the Special Committee aimed at achieving the best possible outcome for Shareholders.

All-Cash Consideration – The all-cash Purchase Price guarantees Shareholders immediate and certain value, eliminating exposure to future market volatility.

Support for the Arrangement – All of the directors and senior officers of Payfare, representing approximately 11.3% of the issued and outstanding Shares, have entered into support and voting agreements in favour of the Arrangement Resolution.

Other Factors – The Board also considered the Arrangement with reference to the standalone financial condition and results of operations of Payfare, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Payfare’s financial and strategic position. This included the impact of DoorDash, Inc.’s DasherDirect card program not being renewed beyond the current term, which expires in early 2025 as announced by the Company on September 26, 2024.

Additional information related to the Arrangement is detailed in the Circular.

Receipt of Interim Order

Payfare is also pleased to announce that it has been granted an interim order (the “Interim Order”) from the Supreme Court of British Columbia (the “Court”) authorizing various matters, including the holding of the Meeting and the mailing of the Circular and related Meeting materials. The Meeting is to be held in accordance with the terms of the Interim Order.

Don’t Delay. Vote Today.

The Meeting is scheduled to be held on February 21, 2025, at 11:00 A.M. (Toronto Time) and will be held virtually at https://web.lumiagm.com/238646522 using password “payfare2025”. The deadline for receiving your completed proxy is February 19, 2025, at 11:00 A.M. (Toronto Time), being not later than 48 hours before the Meeting (excluding any day which is not a business day).

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy or voting information form, please contact Kingsdale Advisors, at 1-866-581-1490 (North America toll free), text or call 416-623-2513, or email contactus@kingsdaleadvisors.com.

The Circular and related Meeting materials are available on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile and on https://corp.payfare.com/investors/. The Circular provides important information regarding the Arrangement and related matters, including the background to the Arrangement, the reasons for recommendation of the Special Committee and the Board, voting procedures and how to attend the Meeting.

Advisors and Counsel

Borden Ladner Gervais LLP and Dentons are acting as legal advisors to the Company. Kingsdale Advisors is acting as Strategic Shareholder and Communications Advisor to the Company. Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv and the Purchaser.

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.

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 is one of Fortune® World’s Most Admired Companies™. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Information and Forward-Looking Statements

Information in this release contains forward-looking information and forward-looking statements within the meaning of securities legislation. Forward-looking information and 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 information and 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 information and forward-looking statements concerning the consideration to be paid to Shareholders pursuant to the Arrangement, the ability of the Company and the Purchaser to consummate the Arrangement on the terms and in the manner contemplated by the Arrangement Agreement, the anticipated benefits of the Arrangement, the anticipated timing of the Arrangement, the future trading price of the Shares, the holding and timing of the Meeting, the prospects, strategic alternatives and competitive position of the Company, and the non-renewal of the Company’s agreement with DoorDash. Such forward-looking information and 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 thereby. Such factors include, among others, 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 Arrangement, as well as other uncertainties and risk factors set out in the Circular and other 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 information or forward-looking statements. The Company assumes no obligation to update or revise any forward-looking information or forward-looking statement, except as required by applicable securities law.

SOURCE Payfare Inc.

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Crossfuze Paves the Way for ServiceNow Partner Excellence: Retains Elite Partner Status and Earns Customer Experience Specialization

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MINNEAPOLIS, Jan. 23, 2025 /PRNewswire/ — Crossfuze, a global leader in ServiceNow solutions, proudly announces its continued recognition as an Elite Partner – one of fewer than 80 partners worldwide to hold this prestigious designation now. This milestone reflects Crossfuze’s unwavering commitment to delivering exceptional ServiceNow services and tailored solutions to support clients throughout their entire ServiceNow journey.

In addition to maintaining its Elite Partner status, Crossfuze has earned the highest accolade in the Customer Workflow field: the Customer Experience Specialization from ServiceNow. Crossfuze is one of only six partners globally to receive any kind of Specialization designation, highlighting the company’s position as a leader in transforming customer experiences through innovative workflow solutions on the ServiceNow platform.

“We are honoured to be recognised as one of the top ServiceNow partners globally,” said Steve Griffiths, CEO of Crossfuze. “Our team’s dedication to excellence and our focus on customer success have been instrumental in achieving these milestones. The Customer Experience Specialization is a testament to our commitment to delivering unparalleled value to our clients.”

These achievements are further strengthened by Crossfuze’s success in attaining 12 validated practices in 2024 spanning a wide range of ServiceNow solutions, demonstrating the company’s ability to support clients through every phase of their journey.

“Crossfuze continues to show outstanding commitment to our joint customers,” said Erica Volini, Executive Vice President of worldwide industries, partners, and go-to-market at ServiceNow. “Their continued status as Elite is further evidence of the incredible value they deliver and the future we are building together.”

As a ServiceNow Elite Partner, Crossfuze continues to leverage its deep industry knowledge and technical expertise to help organizations transform operations and achieve their digital transformation goals. With a proven track record of success and a relentless focus on innovation, Crossfuze is well-positioned to lead the way in the ever-evolving landscape of digital workflows.

“We enjoyed a record-breaking quarter for the company in Q4 and this growth, the accolades, and our investment in building out our AI practice, means we are in the strongest position ever to take advantage of the generational opportunity for our customers with Agentic AI and the ServiceNow platform” said Nick McGillivray, President & CRO at Crossfuze. “Digital Transformation is getting supercharged, and the time is right here, right now!”

For more information about Crossfuze and its ServiceNow solutions, please visit www.crossfuze.com

About Crossfuze: Crossfuze is a global professional services partner with over 20 years of experience delivering superior, long-lasting business outcomes for clients through innovative workflow design and technology. Crossfuze offers a full suite of advisory, implementation, and support services designed to help clients set their strategic direction on the platform, successfully implement solutions, and achieve continued operational excellence. As a ServiceNow Elite Partner, Crossfuze is dedicated to delivering best-in-class ServiceNow experiences and driving digital transformation for organizations worldwide.

References

[1]: Crossfuze About Us 

[2]: ServiceNow Partner Finder

[3]: Partner Program Expands with Specialization – ServiceNow Press

View original content:https://www.prnewswire.co.uk/news-releases/crossfuze-paves-the-way-for-servicenow-partner-excellence-retains-elite-partner-status-and-earns-customer-experience-specialization-302359198.html

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