Payoneer Global (PAYO) Proxy filing summary

Executive summary

• Announced a definitive agreement for acquisition by Nuvei in an all-cash transaction valued at $2.75 billion ($7.40 per share), a 44% premium to the last unaffected share price, with closing expected in mid-2027 pending shareholder and regulatory approvals.

• The combined company will create a leading global platform for local and cross-border commerce, serving over 2.4 million customers, generating ~$3 billion in annual revenue, and processing over $500 billion in annual payment volume.

• Until closing, operations, teams, and strategy remain unchanged; Payoneer continues as an independent public company, executing on 2026 OKRs and strategic plans.

• Integration planning will begin post-shareholder approval, with regular updates and transparent communication promised throughout the transition.

• The transaction is positioned as a strategic move to accelerate innovation, expand capabilities, and deliver greater value to customers, employees, and shareholders.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the merger at a meeting to be held in a few months, with a detailed proxy statement to be provided in advance.

• If approved, shareholders will receive $7.40 per share in cash; no action is required until closing, and instructions will be provided by brokers.

• If the transaction does not close, Payoneer will continue as a public company with unchanged strategy and ambitions.

Board of directors and corporate governance

• The board evaluated multiple scenarios, including remaining public, and determined the transaction creates the most value for shareholders, customers, and employees.

• Directors and executive officers will continue in their current roles through closing, focusing on leading the team and executing strategy.

• Information about board and executive interests will be included in the proxy statement and is available in recent SEC filings.