Payoneer Global (PAYO) Proxy filing summary

Executive summary

• Nuvei will acquire all outstanding shares of Payoneer for $7.40 per share in cash, valuing the transaction at approximately $2.75 billion, with closing expected in mid-2027 pending shareholder and regulatory approvals.

• The combined company is projected to generate about $3 billion in annual revenue and process over $500 billion in annual payment volume, serving more than 2.4 million customers globally.

• The merger aims to create a unified global platform for local and cross-border commerce, leveraging complementary payment, payout, and banking capabilities.

• Payoneer's regulatory licenses and global reach, including in China and India, are highlighted as strategic assets for the combined entity.

Voting matters and shareholder proposals

• The merger requires approval by a majority of Payoneer shareholders and is subject to customary closing conditions and regulatory approvals.

• Certain stockholders representing about 19% of voting power have entered into voting agreements to support the merger.

Board of directors and corporate governance

• The merger agreement was unanimously approved by the boards of both companies, with recommendations for shareholder approval.

• Post-merger, the directors of the acquisition subsidiary will become directors of the surviving corporation, and current officers of Payoneer will continue as officers until successors are appointed.