Kingsferry Capital Management Urges Payfare Shareholders to Vote Against Proposed Arrangement Between Payfare and Fiserv

Kingsferry Capital Management Urges Payfare Shareholders to Vote Against Proposed Arrangement Between Payfare and Fiserv

Proposed Arrangement Does Not Provide Fair Value to Shareholders

Offer Price Ignores Payfare's Long-Term Growth Potential and Value of Potential Synergies

Proposed Sale Disproportionately Benefits Insiders at the Expense of Shareholders

TORTOLA, British Virgin Islands, Feb. 11, 2025 /CNW/ - Kingsferry Capital Management Group Limited, which beneficially owns, controls or directs approximately 10.6% of the issued and outstanding common shares of Payfare Inc. (TSX: PAY) ("Payfare" or the "Company"), today issued an open letter to fellow shareholders of Payfare, urging them to vote against the proposed acquisition of all of the issued and outstanding shares of the Company by 1517452 B.C. Ltd., a subsidiary of Fiserv, Inc., at the Company's upcoming Special Meeting of Shareholders to be held on February 21, 2025.

The full text of the letter is set forth below:

Dear Fellow Payfare Shareholders,

Kingsferry Capital Management Group Limited ("Kingsferry") is a significant and long-term shareholder of Payfare Inc. ("Payfare" or the "Company") that beneficially owns, controls or directs 5,096,756 common shares of Payfare ("Shares"), representing approximately 10.6% of the Company's issued and outstanding Shares, as at the date hereof.

We believe that the current offer by 1517452 B.C. Ltd., a subsidiary of Fiserv, Inc. ("Fiserv"), to acquire all of the issued and outstanding Shares at a price of C$4.00 per Share under the proposed plan of arrangement (the "Arrangement") grossly undervalues the Company and prioritizes insider gains over the interests of Payfare's shareholders ("Shareholders") and the interests of the Company.

We have formally expressed our concerns to Payfare's Board of Directors (the "Board") and the Special Committee of the Board, notifying them of our intent to vote against the Arrangement at the Company's upcoming Special Meeting of Shareholders to be held on February 21, 2025 (the "Meeting"). We are now urging our fellow Shareholders to do the same for the reasons outlined below: 

Inadequate consideration despite premium claims: The Company's claim of a "significant premium" is misleading, as it is based on a deeply distressed stock price that was nearly equal to the aggregate of Payfare's cash and cash equivalents, investments and loan receivables from related parties – far below the Company's intrinsic value.

Significant undervaluation of future potential: In the most recent earnings call, management highlighted three new pipeline opportunities, which could fully offset lost Gross Dollar Volume. However, these opportunities appear to be excluded from the financial forecasts used to justify the Arrangement and management has not provided any updates on their progress, leaving Shareholders to vote without full transparency on these material growth prospects.

Substantial synergies not reflected in the Arrangement's price: The offer price fails to consider critical synergies, including Payfare's fraud detection and mitigation system, which could deliver significant benefits to Fiserv's Money Network and other card programs that have been struggling with fraud issues as reported by the media and the Auditor of the State of California. Additionally, further cost synergies could be realized by insourcing Payfare's issuer processing through Fiserv's infrastructure.

Conflicts of interest among insiders: If the Arrangement is approved, directors and executives (collectively holding approximately 11.3% of the issued and outstanding Shares) are set to benefit from millions of dollars in accelerated vesting of restricted share units ("RSUs"), change-of-control payouts, debt forgiveness to certain directors, and lucrative employment contracts. Notably, on November 7, 2024, while Payfare was conducting a strategic review process that involved discussions with third-parties about a possible business combination, and just four days before Payfare received indications of interest from Fiserv and another third-party on November 11, 2024, the Board approved the grant of 1,081,098 RSUs to certain insiders of the Company. These RSUs were subsequently granted on November 11, 2024 and November 22, 2024. The timing of the RSU grants raises serious questions about their purpose and highlights a concerning misalignment of priorities.

In conclusion, we believe the intrinsic value of Payfare far exceeds C$4.00 per Share, and that the Arrangement appears to be rushed and opportunistic, prioritizing insider incentives at the expense of the interests of Shareholders and the Company. We strongly encourage all Shareholders to vote AGAINST the Arrangement before the proxy cut-off at 11:00 a.m. (Toronto time) on February 19, 2025 (or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof).

Sincerely,
Hugo Chan
Director
Kingsferry Capital Management Group Limited          

Additional Information

Kingsferry is relying on the exemption under section 9.2(4) of National Instrument 51‐102 ‐ Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This news release and any solicitation made by the Kingsferry in advance of the Meeting is, or will be, as applicable, made by Kingsferry and not by or on behalf of the management of the Company.

Kingsferry may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable law, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Proxies may also be solicited by Kingsferry pursuant to an information circular sent to Shareholders after which solicitations may be made by or on behalf of Kingsferry by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of Kingsferry, who will not be specifically remunerated therefor. Kingsferry may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Kingsferry.

All costs incurred for any solicitation will be borne by Kingsferry, provided that, subject to applicable law, Kingsferry may seek reimbursement from the Company of Kingsferry's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.

A registered Shareholder of the Company that has given a proxy may revoke it by depositing an instrument in writing executed by such registered Shareholder or his or her legal representative authorized in writing or, where such registered Shareholder is a corporation, by the corporation or a representative of the corporation. To be valid, an instrument of revocation must be received by the Chief Financial Officer & Corporate Secretary of Payfare at any time up to and including the last business preceding the day of  the Meeting, or in the case of any postponement or adjournment of the Meeting, the last business day preceding the day of the postponed or adjourned Meeting, or delivered to the Chair of the Meeting on the day fixed for the Meeting, and prior to the start of the Meeting or any postponement or adjournment thereof at the following address:

Payfare Inc.
73 Richmond Street West
Suite PH# 2
Toronto, Ontario M5H 4E8
Attention: Charles Park, Chief Financial Officer & Corporate Secretary

A registered Shareholder may also revoke a proxy in any other manner permitted by law.  A registered Shareholder may also revoke any previously submitted proxies by voting on a ballot at the Meeting or in any other manner permitted by law. Only registered Shareholders have the right to revoke a proxy. A beneficial Shareholder who wishes to change their vote must arrange for its respective intermediaries to change its vote prior to the Meeting and, if necessary, revoke such beneficial Shareholder's proxy in accordance with the revocation procedures described in the Company's management information circular in connection with the Meeting.

Based on publicly available information, and to the knowledge of Kingsferry, the Company's head office is located at 73 Richmond Street West,  Suite PH# 2, Toronto, Ontario M5H 4E8 and its registered address is 50 Burrard Street, Suite 2300, Vancouver, British Columbia V6C 2B5. A copy of this news release may be obtained on the Company's profile on SEDAR+ at www.sedarplus.ca.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Kingsferry and currently available information.

Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Kingsferry undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Information Relating to Early Warning Requirements

This news release is also being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"). The Shares beneficially owned, controlled or directed by Kingsferry were initially acquired for investment purposes. However, Kingsferry today publicly announced that it intends to oppose the Arrangement and encourage other Shareholders of the Company to vote against the Arrangement at the Meeting. An early warning report in connection with this news release will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Kingsferry at the address below.

SOURCE Kingsferry Capital Management Group Limited