• Nuvei, a global leader in payments, and Advent, a significant player in fintech private equity investing, join forces via all-cash transaction
• Shareholders will receive US$34.00 per share in cash, which represents a premium of approximately 56% over Nuvei’s unaffected closing share price of US$21.76 on the Nasdaq Global Select Market on March 15, 2024, and a premium of approximately 48% over Nuvei’s 90-day volume weighted average trading price^[1] as of such date, valuing Nuvei at an enterprise value of approximately US$6.3 billion
• Canadian shareholders Philip Fayer, Novacap and CDPQ will indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company as part of the agreement
• Philip Fayer will continue to lead Nuvei as Chair and Chief Executive Officer, alongside his broader leadership team, with Montreal continuing to serve as Nuvei’s headquarters

MONTREAL, April 1, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), today announced that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) to be taken private by Advent International (“Advent”), one of the world’s largest and most experienced global private equity investors, with the support of each of the Company’s holders of multiple voting shares (“Multiple Voting Shares”), being Philip Fayer, certain investment funds managed by Novacap Management Inc. (collectively, “Novacap”) and CDPQ, via an all-cash transaction which values Nuvei at an enterprise value of approximately US$6.3 billion. The Company will continue to be based in Montreal.

One of the most advanced technology providers in the global payments industry, Nuvei accelerates the growth of its customers and partners around the world through a modular, flexible and scalable solution that enables leading companies across all verticals to accept next-gen payments, offer all payout options, and benefit from card issuing, banking, risk and fraud management services. Nuvei’s global reach extends to more than 200 markets across the globe, with local acquiring in 50 markets and connectivity to 680 local and alternative payment methods.

In its recent 2023 annual financial statements Nuvei announced that it had processed more than US$200 billion in Total volume[2], and US$1.2 billion in revenue.

Advent is a longstanding investor in the payments space. Nuvei will benefit from the significant resources, operational, and sector expertise, as well as the capacity for investment provided by Advent.

Philip Fayer will remain Nuvei’s Chair and Chief Executive Officer and will lead the business in all aspects of its operations. Nuvei’s current leadership team will also continue following the conclusion of the transaction.

Fayer commented on the announcement: “This transaction marks the beginning of an exciting new chapter for Nuvei, and we are glad to partner with Advent to continue to deliver for our customers and employees and capitalize on the significant opportunities that this investment provides.”

Fayer continued: “Our strategic initiatives have always focused on accelerating our customers revenue, driving innovation across our technology, and developing our people. Bringing in a partner with such extensive experience in the payments sector will continue to support our development.”

“Nuvei has created a differentiated global payments platform with an innovative product offering that serves attractive payments end markets like global eCommerce, B2B and embedded payments,” said Bo Huang, a Managing Director at Advent. “Our deep expertise and experience in payments give us conviction in the opportunity to support Nuvei as it continues to scale from its base in Canada as a global player in the space. We look forward to collaborating closely with Nuvei to capitalize on emerging opportunities to help shape the future of the payments industry.”

“As an existing and long-term shareholder, we continue to stand behind management’s proven dedication to innovation, efficiency, and market adaptation, which has consistently propelled Nuvei forward. With our continued support, we entrust management to navigate the evolving landscape adeptly, driving expansion, and delivering on our shared commitment to long-term growth for Nuvei employees and customers,” said David Lewin, Senior Partner at Novacap.

“Ever since our first investment in Nuvei in 2017, CDPQ is proud to have supported this Québec fintech leader at every stage of its growth, particularly through acquisitions on a global scale. We are delighted to accompany Nuvei once again as it embarks on this new chapter of its history, alongside recognized partners such as Advent, as well as existing shareholders Philip Fayer and Novacap,” said Kim Thomassin, Executive Vice-President and Head of Québec at CDPQ.

Transaction Highlights

Advent will acquire all the issued and outstanding subordinate voting shares of Nuvei (the “Subordinate Voting Shares”) and any Multiple Voting Shares that are not Rollover Shares (as defined below). These Subordinate Voting Shares and Multiple Voting Shares (collectively, the “Shares”) will each be acquired for a price of US$34.00 per Share, in cash.

This price represents a premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq Global Select Market (“Nasdaq”) on March 15, 2024, the last trading day prior to media reports concerning a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price[3] per Subordinate Voting Share as of such date.

Philip Fayer, Novacap and CDPQ (together with entities they control directly or indirectly, collectively, the “Rollover Shareholders”) have agreed to roll approximately 95%, 65% and 75%, respectively, of their Shares (the “Rollover Shares”) and are expected to receive in aggregate approximately US$560 million in cash for the Shares sold on closing^[4]. Philip Fayer, Novacap and CDPQ are expected to indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company.

The proposed transaction has the support of each of the holders of Multiple Voting Shares, namely Philip Fayer, Novacap and CDPQ, who collectively represent approximately 92% of the voting power attached to all the Shares.

Nuvei’s Board of Directors, after receiving advice from the Company’s financial advisor and outside legal counsel, is unanimously recommending (with interested directors abstaining from voting) that the Nuvei shareholders vote in favour of the transaction. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors which is comprised solely of independent directors and was formed in connection with the transaction (the “Special Committee”). The Special Committee was advised by independent legal counsel and retained TD Securities Inc. (“TD”) as financial advisor and independent valuator.

Further Transaction Details

The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. Implementation of the transaction will be subject to, among other things, the following shareholder approvals at a special meeting of shareholders to be held to approve the proposed transaction (the “Meeting”): (i) the approval of at least 66 2/3% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares; (iii) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares; (iv) if required, the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares (excluding the Multiple Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”); and (v) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares (excluding the Subordinate Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to MI 61-101). The transaction is also subject to court approval and customary closing conditions, including receipt of key regulatory approvals, is not subject to any financing condition and, assuming the timely receipt of all required key regulatory approvals, is expected to close in late 2024 or the first quarter of 2025.

The Arrangement Agreement provides for a non-solicitation covenant on the part of Nuvei, which is subject to customary “fiduciary out” provisions that enable Nuvei to terminate the Arrangement Agreement and accept a superior proposal in certain circumstances. A termination fee of US$150 million would be payable by Nuvei in certain circumstances, including in the context of a superior proposal supported by Nuvei. A reverse termination fee of US$250 million would be payable to Nuvei if the transaction is not completed in certain circumstances.

In connection with the proposed transaction, each director and member of senior management of Nuvei and each Rollover Shareholder has entered into a customary support and voting agreement pursuant to which it has agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the transaction. Consequently, holders of approximately 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares, have agreed to vote their Shares in favour of the transaction.

Following completion of the transaction, it is expected that the Subordinate Voting Shares will be delisted from each of the Toronto Stock Exchange and the Nasdaq and that Nuvei will cease to be a reporting issuer in all applicable Canadian jurisdictions and will deregister the Subordinate Voting Shares with the U.S. Securities and Exchange Commission (the “SEC”).

Fairness Opinions and Formal Valuation and Voting Recommendation

The Arrangement Agreement was the result of a comprehensive negotiation process with Advent that was undertaken with the supervision and involvement of the Special Committee advised by independent and highly qualified legal and financial advisors.

The Special Committee retained TD as financial advisor and independent valuator. In arriving at its unanimous recommendation in favour of the transaction, the Special Committee considered several factors which will be outlined in public filings to be made by Nuvei. These include a formal valuation report prepared by TD in accordance with MI 61-101 (the “Formal Valuation”) and a fairness opinion rendered by TD. TD orally delivered to the Special Committee the results of the Formal Valuation, completed under the Special Committee’s supervision, opining that, as of April 1, 2024, subject to the assumptions, limitations and qualifications communicated to the Special Committee by TD and to be contained in TD’s written Formal Valuation, the fair market value of the Shares is between US$33.00 and US$42.00 per Share. TD orally delivered a fairness opinion to the Special Committee to the effect that, as of April 1, 2024, subject to the assumptions, limitations and qualifications communicated to the Special Committee, and to be contained in TD’s written fairness opinion (the “TD Fairness Opinion”), the consideration to be received by shareholders (other than the Rollover Shareholders and any other shareholders required to be excluded pursuant to MI 61-101) pursuant to the Arrangement Agreement is fair, from a financial point of view, to such shareholders. Barclays Capital Inc., financial advisor to the Company (“Barclays”), delivered a fairness opinion to the Board of Directors to the effect that, as of April 1, 2024, subject to the assumptions, limitations and qualifications described therein, the consideration to be received by shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement Agreement and the Plan of Arrangement is fair, from a financial point of view, to such shareholders (together with the TD Fairness Opinion, the “Fairness Opinions”).

The Board of Directors received the Fairness Opinions and the Formal Valuation and, after receiving the unanimous recommendation of the Special Committee and advice from the Company’s financial advisor and outside legal counsel, the Board of Directors unanimously (with interested directors abstaining from voting) determined that the transaction is in the best interests of Nuvei and is fair to its shareholders (other than the Rollover Shareholders and any other shareholders required to be excluded pursuant to MI 61-101) and unanimously recommended (with interested directors abstaining from voting) that shareholders vote in favour of the transaction.

Copies of the Formal Valuation and the Fairness Opinions, as well as additional details regarding the terms and conditions of the transaction and the rationale for the recommendation made by the Special Committee and the Board of Directors will be set out in the management proxy circular to be mailed to shareholders in connection with the Meeting and filed by the Company on its profile on SEDAR+ at www.sedarplus.ca and on EDGAR as an exhibit to the Schedule 13E-3 Transaction Statement to be filed by Nuvei at www.sec.gov.

Important Additional Information and Where to Find It

In connection with the transaction, Nuvei intends to file relevant materials on its profile on SEDAR+ and with the SEC on EDGAR. Shareholders will be able to obtain these documents, as well as other filings containing information about Nuvei, the transaction and related matters, without charge from the SEDAR+ website at www.sedarplus.ca and from the SEC’s website at www.sec.gov.

Advisors

Barclays Capital Inc. acted as exclusive financial advisor to the Company, and TD Securities Inc. acted as independent valuator and financial advisor to the Special Committee. Stikeman Elliott LLP and Davis Polk & Wardwell LLP acted as legal advisors to the Company. Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to the Special Committee. RBC Capital Markets acted as financial advisor to Advent, while Kirkland & Ellis LLP and Blake, Cassels & Graydon LLP acted as legal advisors to Advent. BMO Capital Markets is acting as left lead arranger and administrative agent for the new US$600 million revolving credit facility and US$2,550 million term loan financing. Osler, Hoskin & Harcourt LLP acted as legal advisor to Philip Fayer. Fasken Martineau DuMoulin LLP and Willkie Farr & Gallagher LLP acted as legal advisors to Novacap. CIBC Capital Markets acted as financial advisor to CDPQ, and McCarthy Tétrault LLP and Mayer Brown LLP acted as its legal advisors.

Early Warning Disclosure by Mr. Philip Fayer

Further to the requirements of Regulation 62-104 respecting Take-Over Bids and Issuer Bids and Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Philip Fayer will file an amended early warning report in connection with his participation in the transaction as Rollover Shareholder and for which he has entered into a support and voting agreement pursuant to which he has agreed, subject to the terms thereof, to support and vote all of his Shares in favour of the transaction. A copy of Mr. Fayer’s related early warning report will be filed with the applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.ca. Further information and a copy of the early warning report of Mr. Fayer may be obtained by contacting:

Chris Mammone

Head of Investor Relations

Nuvei Corporation

IR@nuvei.com
310.654.4212

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

Contact: 

Public Relations

alex.hammond@nuvei.com

Investor Relations

IR@nuvei.com

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 415 private equity investments across more than 40 countries and regions, and as of September 30, 2023, had US$91 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 295 private equity investment professionals across North America, Europe, Latin America, and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer, and leisure; and technology. For 40 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

For more information, visit:

Website: www.adventinternational.com

LinkedIn: www.linkedin.com/company/advent-international

Contact:

Leslie Shribman, Head of Communications

lshribman@adventinternational.com

About Novacap

Founded in 1981, Novacap is a leading North American private equity firm with over C$8B of AUM that has invested in more than 100 platform companies and completed more than 150 add-on acquisitions. Applying its sector-focused approach since 2007 in Industries, TMT, Financial Services, and Digital Infrastructure, Novacap’s deep domain expertise can accelerate company growth and create long-term value. With experienced, dedicated investment and operations teams as well as substantial capital, Novacap has the resources and knowledge that help build world-class businesses. Novacap has offices in Montreal, Toronto, and New York.

For more information, please visit www.novacap.ca.

Contact:

Marc P. Tellier, Senior Managing Director

514-915-5743

mtellier@novacap.ca

About CDPQ

At CDPQ, we invest constructively to generate sustainable returns over the long term. As a global investment group managing funds for public pension and insurance plans, we work alongside our partners to build enterprises that drive performance and progress. We are active in the major financial markets, private equity, infrastructure, real estate and private debt. As at December 31, 2023, CDPQ’s net assets totalled C$434 billion. For more information, visit cdpq.com, consult our LinkedIn or Instagram pages, or follow us on X.

CDPQ is a registered trademark owned by Caisse de dépôt et placement du Québec and licensed for use by its subsidiaries.

Contact:

Kate Monfette, Media Relations

514 847-5493

medias@cdpq.com

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, statements regarding the proposed transaction, including the proposed timing and various steps contemplated in respect of the transaction and statements regarding the plans, objectives, and intentions of Mr. Philip Fayer, Novacap, CDPQ or Advent are forward-looking information.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s annual information form filed on March 5, 2024. These risks and uncertainties further include (but are not limited to) as concerns the transaction, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant transaction costs or unknown liabilities, failure to realize the expected benefits of the transaction, and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Company may be required to pay a termination fee pursuant to the terms of the Arrangement Agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

[1] Based on Canadian composite (Toronto Stock Exchange and all Canadian marketplaces) and U.S. composite (Nasdaq and all U.S. marketplaces).

[2] Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. The Company refers the reader to the “Non-IFRS and Other Financial Measures” section of the Company’s Management’s discussion and analysis in respect of the Company’s financial year ended December 31, 2023 (“2023 MD&A”), which section is incorporated by reference herein, for a definition of Total volume presented by the Company. The 2023 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

[3] Based on Canadian composite (Toronto Stock Exchange and all Canadian marketplaces) and U.S. composite (Nasdaq and all U.S. marketplaces).

[4] Percentages and amount of expected cash proceeds are based on current assumed cash position and are subject to change as a result of cash generated before closing.

Through a single integration with Nuvei’s full stack payments technology platform, Charles & Keith is now able to accept a wide range of alternative payment methods (APMs), tailoring its online checkout experience to local customer preferences across the brand’s markets in Southeast Asia, Europe and the United States. This includes enabling popular digital wallets such as Apple Pay and Google Pay, allowing for a more seamless checkout flow.

Nuvei’s smart routing technology is also maximizing Charles & Keith’s card payment authorization rates in each region, helping drive increased revenue conversion. The brand has already seen double-digit growth in eCommerce revenues since partnering with Nuvei.

“Our ambition is to make our unique contemporary fashion accessible to customers worldwide. Nuvei shares that vision and is empowering us to localize our payments experience in every market through a single integration,” commented Charles Wong, Co-Founder and CEO at Charles & Keith. “Nuvei’s dedicated support, technological expertise and payment optimization capabilities have exceeded our expectations from the very start of this partnership.”

In addition to Nuvei’s suite of APMs and optimization features, Charles & Keith highlighted the Company’s hands-on service as a key factor in their decision to choose Nuvei.

“Meeting the diverse payment needs of today’s global consumers demands a truly localized approach combined with deep payments intelligence,” added Philip Fayer, Chair and CEO of Nuvei. “Our single integration gives Charles & Keith the ability to stay agile while accessing all the payment methods, optimization tools and on-the-ground expertise they need to maximize conversions at the checkout in each geography.”

Through its partnership with Nuvei, Charles & Keith plans to further expand its international eCommerce presence, leveraging Nuvei’s global reach in over 200 markets covering 150 currencies and APM portfolio. The brand also looks to continue enhancing its online and mobile checkout experiences as it scales.

About Charles & Keith

Charles & Keith Pte. Ltd., also known as C&K, is a Singaporean fashion house label founded in 1996, specializing in footwear, handbags and fashion accessories. Based in Singapore, the brand has a global footprint, operating more than 600 stores worldwide across 37 countries. For more information, visit https://www.charleskeith.com.

About Nuvei 

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Contact: 

 Public Relations

 alex.hammond@nuvei.com

Investor Relations

IR@nuvei.com

While the Company’s policy is to not comment on rumours or speculation, the Company confirms that, in connection with expressions of interest received by the Company, the board of directors of the Company formed a special committee of independent directors (the “Special Committee”) to evaluate and consider, in consultation with the Special Committee’s and the Company’s respective financial and legal advisors, such expressions of interest as well as any other strategic alternatives that may be available under the circumstances in the best interest of the Company. The Company further confirms that it is engaged in discussions with certain third parties in connection with a potential transaction involving continued significant ownership by certain of the holders of multiple voting shares, including Phil Fayer, Nuvei’s founder, Chair and Chief Executive Officer.

The Company cautions readers that it has not entered into any agreements or understandings to effect a privatization or similar transaction, and there can be no assurance that any discussions that have taken place will result in any such agreements or understandings. The Special Committee is continuing its evaluation of the proposals received to date and the strategic alternatives available to the Company, and no decision has been made at this time whether to pursue a transaction or maintain the status quo. Given the nature of the process, the Company does not intend on commenting further unless otherwise required pursuant to applicable securities laws and regulations.

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws, including with respect to the Company’s evaluation of the expressions of interest and proposals received as well as any other strategic alternatives that may be available under the circumstances and the possible outcomes thereof. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Economic and geopolitical uncertainties, including regional conflicts and wars, including potential impacts of sanctions, may also heighten the impact of certain factors described herein. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk that the strategic review process may not result in a transaction on suitable terms, or at all, and the other risk factors described in detail under “Risk Factors” of the Company’s annual information form filed on March 5, 2024.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

For further information, please contact:

Investors

Chris Mammone, Head of Investor Relations

IR@nuvei.com

The Master Group is leveraging Nuvei’s unified commerce solution to accept credit and debit card payments seamlessly across its online and in-store sales channels. By adding card acceptance capabilities online through this new partnership, The Master Group can now provide a more convenient payment experience to customers who previously may have relied on cash or check payments on delivery, or to pick up orders in person.

In addition to streamlining payments for existing customers, Nuvei’s technology is enabling The Master Group to expand into a broader market by enabling delivery and online payment options for the first time. Customers can now complete purchases through their preferred payment methods and channels for a fully digitized checkout experience that meets modern expectations.

The Master Group has selected Nuvei as its exclusive Canadian payments partner based on its ability to simplify payments, unify reporting and customer data across channels, and provide best-in-class checkout capabilities backed by enterprise-grade security and optimization features.

“Our customers’ needs are evolving, and we required a payments partner that could provide the innovation, agility and scalability to keep pace with changing demands,” stated John Kaul, President of The Master Group. “Nuvei’s unified commerce solution equips us to meet our customers wherever and however they want to pay while streamlining our own operations. We’re excited about the growth opportunities this partnership unlocks.”

“Businesses across industries are recognizing the value of offering true omnichannel payments to create frictionless customer experiences and expand into new sales channels and markets,” added Philip Fayer, Nuvei Chair and CEO. “We’re proud to partner with The Master Group as they embrace digital transformation and look forward to supporting their continued success.”

About The Master Group

The Master Group is Canada’s largest and one of North America’s leading heating, ventilation, air conditioning and refrigeration industry distributors. The company celebrated 70 years in business in March 2022 and has been named one of Canada’s Best-Managed Companies since 2010. Master provides solutions to customers in the residential, commercial, institutional and industrial sectors. Today, the company employs over 1,500 dynamic and dedicated team members. Together, the Master team serves the industry from 85 branches and seven distribution centres across Canada and the United States.

To learn more about The Master Group, visit www.master.ca

About Nuvei 

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Contact: 

Public Relations

alex.hammond@nuvei.com

Investor Relations

IR@nuvei.com

In 2024, more businesses will turn to payment optimization to accelerate their revenue. Payment optimization is the process of streamlining and improving payment systems to ensure efficient, cost-effective, and secure transactions. This process includes selecting the best payment methods, reducing processing fees, maximizing conversion rate, and enhancing the overall payment experience. 

Declined payments, checkout complexity, security concerns, and a lack of personalized and localized payment options are all common reasons for cart abandonment. Our research found that 70% of all drop-offs happen after the customer enters the checkout flow and $260 billion in annually lost sales are recoverable through payment optimization.  

False declines have also emerged as a serious payments-related revenue drain in eCommerce, costing $443 billion every year and far outweighing the cost of true fraud.  Furthermore, the decline of legitimate transactions can often cause irreparable damage to a business’s reputation, with consumers choosing to shop elsewhere in future.  

Payment optimization emerges as a critical solution to these challenges. By implementing an integrated payment system, businesses can consolidate their transactions across various channels, simplifying the management process. Additionally, sophisticated payment platforms are equipped to handle the complexities of international regulations, providing businesses with the necessary tools to compliantly expand their operations globally. In essence, payment optimization not only streamlines the transaction process for consumers, but also strategically positions businesses for sustainable growth. 

That’s why in a world where transaction efficiency is not just desired but required, the choice of payment processor becomes crucial. Payment optimization done right takes a holistic approach, implementing a range of tools at each stage to improve the payment journey and ultimately increase approval rates and accelerate revenue. These stages include:  

Stage 1: Intelligent Messaging    

Pre-Transaction Optimization tools are designed with strategic foresight and integrating advanced rules to enrich and augment each transaction message.   

For example, transaction compliance can be complex and lead to declined transactions if not properly addressed. Having a partner with the technology and expertise to navigate the nuances of transaction messaging and compliance can increase authorization rates and improve customer experience.  

Stage 2: Smart Routing   

Smart routing can help reduce declines and transactions costs by selecting the optimal path for each transaction.  An acquirer-agnostic solution that can route based on multiple factors like transaction amount, currency, payment method and type can provide limitless possibilities to optimize acceptance rates, transaction costs, chargebacks, and risk.  As critical as the technology is the need for expert, human-led support to ensure you get the maximum revenue benefit.    

Stage 3: Intelligent Re-Try   

Intelligent Re-try tools can reclaim declined transactions; increasing authorization rates and revenue.   

For example, a Decline Recovery tool automatically resubmits declined transactions using custom rules tailored to your business. Empowered by insightful analytics, this technology can help capture every possible transaction for ultimate conversion success and increased revenue.  

Stage 4: Monitoring and Control   

Analytical tools such as real-time reports, processing comparisons, and case management are pivotal in enabling businesses to identify opportunities for increasing revenue and minimizing lost sales. By providing instant insights into consumer behaviors, businesses can tailor their checkout journeys more effectively, enhancing customer trust and retention. Additionally, effective case management not only ensures efficient dispute resolution and reduced chargebacks, but also bolsters customer satisfaction and loyalty.  

Looking to the future… 

Over the next decade, the landscape of payment optimization is expected to undergo significant transformations, driven by advancements in technology and shifting consumer preferences. One of the foremost developments will be the increasing integration of artificial intelligence (AI) and machine learning algorithms. These technologies will enable more sophisticated analysis of payment data, leading to highly personalized and efficient payment experiences for both businesses and consumers. Additionally, the rise of blockchain technology is poised to revolutionize payment systems by offering enhanced security and transparency, particularly in cross-border transactions, which could dramatically reduce the time and cost associated with international payments. 

The trend towards a cashless society is expected to accelerate, with digital and mobile payments becoming even more prevalent. This shift will require businesses to adopt more agile and integrated payment systems to cater to the evolving preferences of their customers. Payment optimization solutions will not only need to be efficient and cost-effective but also robust in terms of security and compliance, as businesses navigate a complex web of global financial regulations and heightened concerns over data breaches.  

Ultimately, the future of payment optimization lies in its ability to adapt to these technological advancements and changing market dynamics, offering seamless, secure, and cost-effective payment experiences that meet the needs of a rapidly evolving digital economy. 

Utilizing tokens issued directly by card schemes and banks, Nuvei’s solution enhances overall transaction visibility and reduces false declines. This improvement in the authorization process directly contributes to a smoother payment experience and has been shown to boost card payment conversion rates by as much as 2.1%.[1]

Nuvei’s network tokenization solution also introduces a suite of advanced features that significantly improve the checkout experience, setting a new standard for efficiency and customer satisfaction in online transactions:

• Frictionless first-time payments: Guaranteed rapid processing of transactions initiated by new customers to within a few seconds, with subsequent transactions processed even faster using the same pre-existing secure token. Nuvei’s flexible solution also optimizes when the token is created, either during or following the transaction, to reduce payment friction.
• Automatic token updates: An embedded updater feature automatically transitions a customer’s token information to a new card in the event of changes, preventing service disruptions and declined transactions.
• Smart cascading technology: A proprietary system to ensure uninterrupted service, this solution instantly switches processing strategies if a token issue arises, keeping transactions smooth and successful.

These features are already being rolled out globally, supporting partners to optimize card payment acceptance. A solution to offer ‘tokenization-as-a-service’ via universal tokens applicable across multiple acquirers will be available in the near future.

A secure, integrated payment platform

Nuvei’s proprietary technology and distinctive approach to supporting tokenization optimizes card payments beyond meeting card scheme requirements to prioritize payments security, as well as enabling effortless PCI DSS compliance.

This solution, which is seamlessly integrated into its full stack payments platform, boosts card-not-present (CNP) payments security through comprehensive protection against data exposure and the threat of fraudulent transactions typically associated with CNP payments. By replacing sensitive card details, such as the primary account number (PAN), with a unique, secure identifier, tokenization offers significant security advantages over traditional encryption methods. This approach has been proven to decrease fraud rates in the payments industry by up to 26%.

Nuvei Chair and CEO Philip Fayer commented on the announcement: “Seamless transactions and conversion rates are the key to unlocking eCommerce revenue growth. Our unique approach to network tokenization not only optimizes card payments security and the protection of consumers’ financial data, but also extends the boundaries of what is possible for transaction success.”

About Nuvei 

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Contact: 

Public Relations

alex.hammond@nuvei.com

Investor Relations

IR@nuvei.com

[1] Convenience and control: Embedding tokenization in everyday ecommerce | Visa Navigate

MONTREAL, March 5, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today reported its financial results for the three months and year ended December 31, 2023. The Company’s results are also included in a quarterly shareholder letter which can be found in the “Events and presentations” and “Financial information” sections of the Company’s Investor Relations website at https://investors.nuvei.com.

Financial Highlights for the Three Months Ended December 31, 2023

• Total volume^(a) increased by 53% to $61.8 billion from $40.3 billion;
  • Organic total volume growth at constant currency^(a) was 19% with Organic total volume at constant currency^(a) increasing to $47.9 billion from $40.3 billion;
• Revenue increased 46% to $321.5 million from $220.3 million;
  • Revenue growth at constant currency^(b) was 44% with Revenue at constant currency^(b) increasing to $316.6 million from $220.3 million;
  • Organic revenue growth at constant currency^(b) was 7% with Organic revenue at constant currency^(b) increasing to $235.3 million from $220.3 million;
• Net income increased by 51% to $14.1 million from net income of $9.4 million;
• Net income margin increased to 4% from 4.2% and increased sequentially from a net loss margin of 5.9% in the three months ended September 30, 2023;
• Adjusted EBITDA^(b) increased by 40% to $120.1 million from $85.7 million;
• Adjusted EBITDA margin^(b) decreased to 3% from 38.9% and increased sequentially from 36.3% in the three months ended September 30, 2023;
• Adjusted net income^(b) increased by 1% to $68.6 million from $68.0 million;
• Net income per diluted share increased by 39% to $0.08 from $0.06;
• Adjusted net income per diluted share^(b) was unchanged at $0.47; and,
• Adjusted EBITDA less capital expenditures^(b) increased by 48% to $105.2 million from $71.2 million.

Financial Highlights for the Year Ended December 31, 2023

• Total volume^(a) increased by 59% to $203.0 billion from $127.7 billion;
  • Organic total volume growth at constant currency^(a) was 23% with Organic total volume at constant currency^(a) increasing to $156.5 billion from $127.7 billion;
• Revenue increased 41% to $1,189.9 million from $843.3 million;
  • Revenue growth at constant currency^(b) was 41% with Revenue at constant currency^(b) increasing to $1,186.5 million from $843.3 million;
  • Organic revenue growth at constant currency^(b) was 9% with Organic revenue at constant currency^(b) increasing to $922.0 million from $843.3 million;
• Net loss was $0.7 million compared to net income of $62.0 million;
  • Results include an increase in net finance cost of $102.9 million mainly related to amounts drawn under the Company’s credit facilities;
• Net loss margin was 1% compared to a net income margin of 7.3%;
• Adjusted EBITDA^(b) increased by 24% to $437.3 million from $351.3 million;
• Adjusted EBITDA margin^(b) has decreased to 8% from 41.7%;
• Adjusted net income^(b) decreased by 10% to $247.9 million from $274.2 million;
• Net loss per share was $0.06 compared to net income per diluted share of $0.39;
• Adjusted net income per diluted share^(b) decreased by 9% to $1.69 from $1.86;
• Adjusted EBITDA less capital expenditures^(b) increased by 26% to $382.3 million from $303.0 million;
• Share repurchases totaled 1,350,000 shares for total cash consideration of $56 million;
• Cash dividends declared and paid totaled $27.9 million; and,
• The Company repaid $127.8 million in long term debt, lowering its combined leverage ratio^(b) to 2.5x as at December 31, 2023.

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^(a) Total volume and Organic total volume at constant currency do not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”.

^(b) Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, organic revenue at constant currency, organic revenue growth at constant currency, Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures and combined leverage ratio are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.

Revenue by channel

• The Company distributes its products and technology through three sales channels: (i) Global commerce, (ii) Business-to-business (“B2B”), government and independent software vendors (“ISV”), and (iii) Small and medium-sized businesses (“SMB”):
• • Global commerce revenue increased 12% year over year on a pro forma basis^(g), to $181 million and represented 56% of total revenue in the fourth quarter.
  • B2B, government and ISV revenue increased 19% year over year on a pro forma basis^(g), to $59 million and represented 18% of total revenue in the fourth quarter.
  • SMB revenue increased 2% year over year on a pro forma^(g) basis, to $82 million and represented 26% of total revenue in the fourth quarter.
  • In summary, total revenue increased 11% year over year on a pro forma^(g) basis in the fourth quarter.

–

Revenue by region

• On a regional basis, revenue increased across all geographies. In North America (“NA”), Europe, Middle East, and Africa (“EMEA”), Latin America (“LATAM”), and Asia Pacific (“APAC”), revenue increased by 99%, 9%, 19% and 28% respectively for the fourth quarter. In NA, EMEA, LATAM, APAC, revenue increased 91%, 5%, 55% and 5%, respectively for the year ended December 31, 2023.

–

Cash Dividend

Nuvei today announced that its Board of Directors has authorized and declared a cash dividend of $0.10 per subordinate voting share and multiple voting share, payable on April 4, 2024 to shareholders of record as of March 19, 2024. The aggregate amount of the dividend is expected to be approximately $14 million, to be funded from the Company’s existing cash on hand.

The Company, for the purposes of the Income Tax Act (Canada) and any similar provincial or territorial legislation, designates the dividend declared for the quarter ended December 31, 2023, and any future dividends, to be eligible dividends. The Company further expects to report such dividend as a dividend to U.S. shareholders for U.S. federal income tax purposes. Subject to applicable limitations, dividends paid to certain non-corporate U.S. shareholders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains. A U.S. shareholder should talk to its advisor regarding such dividend, including with respect to the “extraordinary dividend” provisions of the Internal Revenue Code (US).

The declaration, timing, amount and payment of future dividends remain at the discretion of the Board of Directors, as more fully described under the heading “Forward-Looking Information” of this press release.

Financial Outlook^(d)

For the three months ending March 31, 2024 and the fiscal year ending December 31, 2024, Nuvei anticipates Total volume^(a), Revenue, Revenue at constant currency^(b) and Adjusted EBITDA^(b) to be in the ranges below. The financial outlook includes the acquisition of Till Payments from the date of acquisition (January 5, 2024).

Total volumes quarter-to-date have been encouraging.  Nevertheless, the Company has taken a prudent approach to building its financial outlook for the current year, weighing optimism for its business and prospects against macro uncertainties, and applying more rigor around expected timing for new customer implementations throughout the year

Nuvei generally expects for its underlying quarterly revenue growth rates and Adjusted EBITDA margins to ramp up throughout the year, with an objective to exit the year in line with the Company’s medium-term revenue growth target of 15 – 20%. While there are near-term Adjusted EBITDA margin implications as the Company integrates Till Payments, Nuvei is focused on achieving breakeven or better on the acquisition before year-end.

Normalizing for the acquisition, the Company’s underlying Adjusted EBITDA margin expectation is between 36 – 37% for the three months ending March 31, 2024, which is consistent with the exit rate for the three months ending December 31, 2023.

The financial outlook, including the various underlying assumptions, constitute forward-looking information within the meaning of applicable securities laws and is fully qualified and based on a number of assumptions and subject to a number of risks described under the headings “Forward-Looking Information” and “Financial Outlook and Growth Targets Assumptions” of this press release.

Growth Targets

Nuvei’s medium-term^(e) annual growth target for revenue, as well as its medium-term^(e) target for capital expenditures (acquisition of intangible assets and property and equipment) as a percentage of revenue and long-term^(e) target for Adjusted EBITDA margin^(c), are shown in the table below.  In addition, the Company believes it has a defined path to accelerate the growth in its B2B, government and ISV channel^(c) to 20%-plus over the medium term^(e). Furthermore, the Company believes its scaled global platform has reached an inflection point whereby it can continue to expand Adjusted EBITDA margin^(c). Nuvei’s targets are intended to provide insight into the execution of its strategy as it relates to growth, profitability and cash generation.   These medium^(e) and long-term^(e) targets should not be considered as projections, forecasts or expected results but rather goals that we seek to achieve from the execution of our strategy over time, and at a further stage of business maturity, through geographic expansion, product innovation, growing wallet share with existing customers and new customer wins, as more fully described under the heading “Summary of Factors Affecting our Performance” of our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations. These growth targets, including the various underlying assumptions, constitute forward-looking information within the meaning of applicable securities laws and are fully qualified and based on a number of assumptions and subject to a number of risks described under the headings “Forward-Looking Information” and “Financial Outlook and Growth Targets Assumptions” of this press release. We will review and revise these growth targets as economic, market and regulatory environments change.

This is the performance of the Company with respect to these metrics over the last three years:

In addition, for the year ended December 31, 2023, Organic revenue growth excluding digital assets and cryptocurrencies at constant currency^(b) was 17% and pro forma B2B, government and ISV channel revenue growth^(g) was 16%.

^(a) Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”, including the definition of Nuvei pro forma revenue growth, on an aggregate basis and by channel.

^(b) Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, Organic revenue excluding digital assets and cryptocurrencies at constant currency, Organic revenue growth excluding digital assets and cryptocurrencies at constant currency, Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA less capital expenditures are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.

^(c) In its Global commerce channel, the Company supports mid-market to large enterprise customers across multiple verticals with domestic, regional, international, and cross-border payments; leveraging its deep industry expertise and utilizing its modern scalable modular technology stack that is purpose-built for businesses whose operations span multi-location, multi-country, and multi-currency. In its B2B, government and ISV channel, the Company embeds its global payment capabilities and proprietary software into enterprise resource planning (“ERP”) solutions and software platforms. The Company’s SMB channel consists of its North American based traditional SMB customers that utilize Nuvei for card acceptance.

^(d) Other than with respect to revenue and capital expenditures as a percentage of revenue, the Company only provides guidance on a non-IFRS basis. The Company does not provide a reconciliation of forward-looking revenue at constant currency (non-IFRS), Organic revenue growth excluding digital assets and cryptocurrencies at constant currency (non-IFRS) to revenue, and Adjusted EBITDA (non-IFRS) to net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation such as predicting the future impact and timing of acquisitions and divestitures, foreign exchange rates and the volatility in digital assets. In periods where significant acquisitions or divestitures are not expected, the Company believes it might have a basis for forecasting the IFRS equivalent for certain costs, such as employee benefits, commissions and depreciation and amortization. However, because other deductions such as share-based payments, net finance costs, gain (loss) on financial instruments carried at fair market value and current and deferred income taxes used to calculate projected net income (loss) can vary significantly based on actual events, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss). The amount of these deductions may be material and, therefore, could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA (non-IFRS). These statements represent forward-looking information and may represent a financial outlook, and actual results may vary. See the risk and assumptions described under the headings “Forward-looking information” and “Financial Outlook and Growth Targets Assumptions” of this press release.

^(e) The Company defines “Medium-term” as between three and five years and “long-term” as five to seven years.

^(f) Capital expenditures means acquisition of property and equipment and acquisition of intangible assets.

^(g) Pro forma revenue growth by channel is calculated as (i) Nuvei’s reported revenue for the relevant channel for the three months and year ended December 31, 2023 divided by (ii) Nuvei pro forma revenue for the relevant channel for the three months and year ended December 31, 2022. Nuvei pro forma revenue for the three months and year ended December 31, 2022 consists of (x) Nuvei’s reported revenue for the relevant channel for the three months and year ended December 31, 2022, plus (y) Paya’s reported revenue for the three months and year ended December 31, 2022, net of interchange fees in order to align with Nuvei’s presentation of revenue calculated in accordance with the accounting policies used to prepare the revenue line item presented in the Company’s financial statements under IFRS. See “Supplemental Financial Measures” for more detail.

Conference Call Information

Nuvei will host a conference call to discuss its fourth quarter financial results Wednesday, March 6, 2024 at 8:30 am ET. Hosting the call will be Philip Fayer, Chair and CEO, and David Schwartz, CFO.

The conference call will be webcast live from the Company’s investor relations website at https://investors.nuvei.com under the “Events & presentations” section. A replay will be available on the investor relations website following the call. The Company’s results are also included in a quarterly shareholder letter posted in the “Events & presentations” and “Financial information” sections of its investor relation website at https://investors.nuvei.com

The conference call can also be accessed live over the phone by dialing 877-425-9470 (US/Canada toll-free), or 201-389-0878 (international). A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 13743233. The replay will be available through Wednesday, March 20, 2024.

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Non-IFRS and Other Financial Measures

Nuvei’s Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The information presented in this press release includes non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures, namely Adjusted EBITDA, Paya Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, Organic Revenue at constant currency, Organic revenue growth at constant currency, Organic revenue excluding digital assets and cryptocurrencies at constant currency, Organic revenue growth excluding digital assets and cryptocurrencies at constant currency, Nuvei pro forma revenue and Nuvei pro forma revenue growth, Combined trailing twelve months Adjusted EBITDA, Combined leverage ratio, Adjusted net income, Adjusted net income per basic share, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures, Adjusted EBITDA less capital expenditures conversion, Total volume, Organic total organic volume at constant currency and eCommerce volume. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from our perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial statements reported under IFRS. These measures are used to provide investors with additional insight of our operating performance and thus highlight trends in Nuvei’s business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. We also use these measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We believe these measures are important additional measures of our performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance.

The information in this press release also includes a non-U.S. GAAP financial measure, namely Paya Adjusted EBITDA, for periods prior to Nuvei’s acquisition of Paya on February 22, 2023. This measure is not a recognized measure under U.S. GAAP and does not have standardized meaning prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies, including Nuvei’s. Rather, this measure is provided as additional information to complement U.S. GAAP measures by providing further understanding of Paya’s results of operations. Prior to its acquisition by Nuvei, Paya’s financial statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and Paya Adjusted EBITDA has been derived from Paya’s annual or interim financial statements for the period prior to the acquisition. IFRS differs in certain material respects from U.S. GAAP. Paya adjusted EBITDA presented in this press release has not been adjusted to give effect to the differences between U.S. GAAP and IFRS or to accounting policies that comply with IFRS and as applied by Nuvei, nor has such financial information been conformed from accounting principles under U.S. GAAP to IFRS as issued by the IASB, and thus may not be directly comparable to Nuvei’s presentation of Adjusted EBITDA. However, we have assessed the differences between U.S. GAAP and IFRS and have determined the impact to be immaterial on the combined financial metrics presented in this press release, such that no adjustments would be necessary. Paya Adjusted EBITDA is not a financial measure calculated in accordance with U.S. GAAP and should not be considered as a substitute for net income, income before income taxes, or any other operating performance measure calculated in accordance with U.S. GAAP.

Non-IFRS Financial Measures

Revenue at constant currency: Revenue at constant currency means revenue, as reported in accordance with IFRS, adjusted for the impact of foreign currency exchange fluctuations. This measure helps provide insight on comparable revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts.

Organic revenue at constant currency: Organic revenue at constant currency means revenue, as reported in accordance with IFRS, adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition and excluding revenue attributable to divested businesses, adjusted for the impact of foreign currency exchange fluctuations. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth.

Organic revenue excluding digital assets and cryptocurrencies at constant currency: Organic revenue excluding digital assets and cryptocurrencies at constant currency means revenue excluding the revenue attributable to acquired businesses for a period of 12 months following their acquisition and excluding revenue attributable to divested businesses and digital assets and cryptocurrencies, and adjusted for the impact of foreign currency exchange fluctuations. This measure helps provide insight on comparable revenue growth by removing the effect of volatility in digital assets and cryptocurrencies and changes in foreign currency exchange rates year-over-year. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts. The revenue attributable to digital assets and cryptocurrencies is calculated in accordance with the accounting policies used to prepare the revenue line item presented in the Company’s financial statements under IFRS.

Adjusted EBITDA: We use Adjusted EBITDA as a means to evaluate operating performance, by eliminating the impact of non-operational or non-cash items. Adjusted EBITDA is defined as net income (loss) before finance costs (recovery), finance income, depreciation and amortization, income tax expense, acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, and legal settlement and other.

Paya Adjusted EBITDA: Paya Adjusted EBITDA represents earnings before interest and other expense, income taxes, depreciation, and amortization, or EBITDA and further adjustments to EBITDA to exclude certain non-cash items and other non-recurring items that Paya believes are not indicative of ongoing operations. Prior to its acquisition by Nuvei, Paya was disclosing Paya Adjusted EBITDA because this non-U.S. GAAP measure was a key measure used by it to evaluate its business, measure its operating performance and make strategic decisions. Nuvei is disclosing Paya Adjusted EBITDA in order to show Combined trailing twelve months Adjusted EBITDA and Combined leverage ratio.

Combined trailing twelve months Adjusted EBITDA: Combined trailing twelve months Adjusted EBITDA represents the summation for the trailing twelve months of Nuvei’s Adjusted EBITDA with Paya’s Adjusted EBITDA for the period prior to the acquisition. Prior to its acquisition by Nuvei, Paya’s financial statements were prepared in accordance with U.S. GAAP, and Paya Adjusted EBITDA has been derived from Paya’s annual or  interim financial statements for periods prior to the acquisition. IFRS differs in certain material respects from U.S. GAAP. Paya Adjusted EBITDA presented in this press release has not been adjusted to give effect to the differences between U.S. GAAP and IFRS or to accounting policies that comply with IFRS and as applied by Nuvei, nor has such financial information been conformed from accounting principles under U.S. GAAP to IFRS as issued by the IASB, and thus may not be directly comparable to Nuvei’s presentation of Adjusted EBITDA. The presentation of financial information on a combined basis does not comply with IFRS. The combined financial information included in this press release is unaudited and does not purport to be indicative of the Company’s results of operations and financial condition had Nuvei and Paya operated as a combined entity during the periods presented, and should not be considered as a prediction of the financial information that will result from the operations of the Company on a consolidated basis following the acquisition. We use Combined trailing twelve months Adjusted EBITDA because we believe it provides insight into the operations of the combined company for the periods presented.

Adjusted EBITDA less capital expenditures: We use Adjusted EBITDA less capital expenditures (which we define as acquisition of intangible assets and property and equipment) as a supplementary indicator of our operating performance.

Adjusted net income: We use Adjusted net income as an indicator of business performance and profitability with our current tax and capital structure. Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and preferred shares, change in fair value of share repurchase liability and accelerated amortization of deferred financing fees and legal settlement and other.

Non-IFRS Financial Ratios

Revenue growth at constant currency: Revenue growth at constant currency means the year-over-year change in Revenue at constant currency divided by reported revenue in the prior period. We use Revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of fluctuations in foreign currency exchange rates.

Organic revenue growth at constant currency: Organic revenue growth at constant currency means the year-over-year change in Organic revenue at constant currency divided by comparable Organic revenue in the prior period. We use Organic revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of acquisitions, divestitures and fluctuations in foreign currency exchanges rates.

Organic revenue growth excluding digital assets and cryptocurrencies at constant currency: Organic revenue growth excluding digital assets and cryptocurrencies at constant currency means the year-over-year change in Organic revenue excluding digital assets and cryptocurrencies at constant currency divided by comparable Organic revenue excluding digital assets and cryptocurrencies in the prior period. We use Organic revenue growth excluding digital assets and cryptocurrencies at constant currency to provide better comparability of revenue trends year-over-year, without the impact of acquisitions, divestitures, volatility in digital assets and cryptocurrencies and fluctuations in foreign currency exchange rates.

Adjusted EBITDA margin: Adjusted EBITDA margin means Adjusted EBITDA divided by revenue.

Adjusted EBITDA less capital expenditures conversion: Adjusted EBITDA less capital expenditures conversion means Adjusted EBITDA less capital expenditures divided by Adjusted EBITDA. We use Adjusted EBITDA less capital expenditures conversion to measure our capacity to convert Adjusted EBITDA into Adjusted EBITDA less capital expenditures.

Combined leverage ratio: Combined leverage ratio means net debt divided by Combined trailing twelve months adjusted EBITDA. Net debt represents the carrying amount of Nuvei’s Total credit facilities excluding unamortized transaction costs less Cash and cash equivalents. We use Combined leverage ratio as an additional measure to monitor our financial leverage.

Adjusted net income per basic share and per diluted share: We use Adjusted net income per basic share and per diluted share as an indicator of performance and profitability of our business on a per share basis. Adjusted net income per basic share and per diluted share means Adjusted net income less net income attributable to non-controlling interest divided by the basic and diluted weighted average number of common shares outstanding for the period. The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Supplementary Financial Measures

We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.

Total volume: We believe Total volume is an indicator of performance of our business. Total volume and similar measures are used widely among others in the payments industry as a means of evaluating a company’s performance. We define Total volume as the total dollar value of transactions processed in the period by customers under contractual agreement with us. Total volume does not represent revenue earned by us. Total volume includes acquiring volume, where we are in the flow of funds in the settlement transaction cycle, gateway/technology volume, where we provide our gateway/technology services but are not in the flow of funds in the settlement transaction cycle, as well as the total dollar value of transactions processed relating to APMs and payouts. Since our revenue is primarily sales volume and transaction-based, generated from merchants’ daily sales and through various fees for value-added services provided to our customers, fluctuations in Total volume will generally impact our revenue.

Organic total volume at constant currency: Organic total volume at constant currency is used as an indicator of performance of our business on a more comparable basis. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable Total volume growth. This measure also helps provide better comparability of business trends year-over-year, without the impact of fluctuations in foreign currency exchange rates. Organic total volume at constant currency means Total volume excluding Total volume attributable to acquired businesses for a period of 12 months following their acquisition and excluding Total volume attributable to divested businesses, adjusted for the impact of foreign currency exchange fluctuations. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts.

Nuvei pro forma revenue:  Nuvei pro forma revenue represents Nuvei’s reported revenue after giving effect to the acquisition of Paya as though such acquisition had occurred at the beginning of the period presented. Nuvei pro forma revenue is presented both on an aggregated basis and by channel. In order to align with the Company’s presentation of revenue calculated in accordance with the accounting policies used to prepare the revenue line item presented in the Company’s financial statement under IFRS, Paya’s revenue contribution amounts are presented net of interchange fees, which was not the case for a small portion of fees prior to the acquisition of Paya by the Company. This presentation is consistent with the pro forma disclosure required under IFRS in Nuvei’s Consolidated Financial Statements for the year ended December 31, 2023. This measure helps provide insight on the combined revenue of the Nuvei and Paya businesses.

Nuvei pro forma revenue growth: Nuvei pro forma revenue growth represents Nuvei reported revenue divided by Nuvei pro forma revenue in the comparative year. This ratio is presented both on an aggregated basis and by channel. This ratio helps provide a better understanding of the additional contribution of the Paya business on Nuvei’s year-over-year revenue growth. Nuvei pro forma revenue is used as a component of this ratio only until the completion of a full financial year following the acquisition of Paya.

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws, including Nuvei’s outlook on Total volume, Revenue, Revenue at constant currency and Adjusted EBITDA for the three months ending March 31, 2024 and the year ending December 31, 2024 as well as medium and long-term targets on Revenue, channel revenue growth, Capital expenditures as a percentage of revenue, and Adjusted EBITDA margin. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate, expectations regarding industry trends and the size and growth rates of addressable markets, our business plans and growth strategies, addressable market opportunity for our solutions, expectations regarding growth and cross-selling opportunities and intention to capture an increasing share of addressable markets, the costs and success of our sales and marketing efforts, intentions to expand existing relationships, further penetrate verticals, enter new geographical markets, expand into and further increase penetration of international markets, intentions to selectively pursue and successfully integrate acquisitions, and expected acquisition outcomes, cost saving synergies and benefits, including with respect to the acquisition of Paya, future investments in our business and anticipated capital expenditures, our intention to continuously innovate, differentiate and enhance our platform and solutions, expected pace of ongoing legislation of regulated activities and industries, our competitive strengths and competitive position in our industry, expectations regarding our revenue, revenue mix and the revenue generation potential of our solutions, expectations regarding our margins and future profitability, our financial outlook and guidance as well as medium and long-term targets in various financial metrics is forward-looking information. Economic and geopolitical uncertainties, including regional conflicts and wars, may also heighten the impact of certain factors described herein.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, regarding, among other things, assumptions regarding foreign exchange rate, competition, political environment and economic performance of each region where the Company operates and general economic conditions and the competitive environment within our industry. See also “Financial Outlook and Growth Targets Assumptions”.

Unless otherwise indicated, forward-looking information does not give effect to the potential impact of any mergers, acquisitions, divestitures or business combinations that may be announced or closed after the date hereof. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Nuvei’s financial outlook also constitutes financial outlook within the meaning of applicable securities laws and is provided for the purposes of assisting the reader in understanding management’s expectations regarding our financial performance and the reader is cautioned that it may not be appropriate for other purposes. Our medium and long-term growth targets serve as guideposts as we execute on our strategic priorities in the medium to long term and are provided for the purposes of assisting the reader in measuring progress toward management’s objectives, and the reader is cautioned that they may not be appropriate for other purposes.

The Company’s dividend policy is at the discretion of the Board. Any future determination to declare cash dividends on our securities will be made at the discretion of our Board, subject to applicable Canadian laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions (including covenants contained in our credit facilities), general business conditions and other factors that our Board may deem relevant. Further, the ability of the Company to pay dividends, as well as make share repurchases, will be subject to applicable laws and contractual restrictions contained in the instruments governing its indebtedness, including its credit facility. Any of the foregoing may have the result of restricting future dividends or share repurchases.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s annual information form filed on March 5, 2024 (the “AIF”). In particular, our financial outlook and medium and long-term targets are subject to risks and uncertainties related to:

• risks relating to our business and industry, such as wars such as the Russia-Ukraine and Middle East conflicts and related economic sanctions, and overall economic uncertainty;
• changes in foreign currency exchange rates, inflation, interest rates, consumer spending and other macroeconomic factors affecting our customers and our results of operations;
• the rapid developments and change in our industry;
• substantial and increasing competition both within our industry and from other payments methods;
• challenges implementing our growth strategy;
• challenges to expand our product portfolio and market reach;
• challenges in expanding into new geographic regions internationally and continuing our growth within our markets;
• regulatory compliance in the jurisdictions in which we operate, due to complex, conflicting and evolving local laws and regulations;
• challenges in retaining existing customers, increasing sales to existing customers and attracting new customers;
• managing our growth effectively;
• difficulty to maintain the same rate of revenue growth as our business matures and to evaluate our future prospects;
• history of net losses and additional significant investments in our business;
• our level of indebtedness;
• risks associated with future acquisitions, partnerships or joint-ventures, some of which may be material in size or result in significant integration difficulties or expenditures;
• challenges related to a significant number of our customers being SMBs; our certain degree of concentration of customers and customer sectors; compliance with the requirements of payment networks;
• challenges related to the reimbursement of chargebacks from our customers;
• financial liability related to the inability of our customers (merchants) to fulfill their requirements;
• our bank accounts being located in multiple territories and relying on banking partners to maintain those accounts;
• reliance on acquiring banks;
• decline in the use of electronic payment methods;
• loss of key personnel or difficulties hiring qualified personnel;
• deterioration in the quality of the products and services offered;
• impairment of a significant portion of intangible assets and goodwill;
• increasing fees from payment networks;
• challenges related to economic and political conditions, business cycles and credit risks of our customers;
• reliance on third-party partners to distribute some of our products and services;
• misappropriation of end-user transaction funds by our employees;
• frauds by customers, their customers or others;
• coverage of our insurance policies;
• the degree of effectiveness of our risk management policies and procedures in mitigating our risk exposure;
• the integration of a variety of operating systems, software, hardware, web browsers and networks in our services;
• the costs and effects of pending and future litigation; various claims such as wrongful hiring of an employee from a competitor, wrongful use of confidential information of third parties by our employees, consultants or independent contractors or wrongful use of trade secrets by our employees of their former employers;
• challenges to secure financing on favorable terms or at all;
• challenges from seasonal fluctuations on our operating results;
• risk associated with less than full control rights of one of our subsidiaries;
• change in accounting standards; estimates and assumptions in the application of accounting policies;
• the occurrence of a natural disaster, a widespread health epidemic or pandemic or other similar events; impacts of climate change;
• risks related to data security incidents, including cyber-attacks, computer viruses, or otherwise which may result in a disruption of services or liability exposure;
• challenges related to our holding company structure, development of AI and its integration in our operations; as well as risks relating to intellectual property and technology, risks relating to regulatory and legal proceedings and risks relating to our subordinate voting shares; and,
• measures determined in accordance with IFRS may be affected by unusual, extraordinary, or non-recurring items, or by items which do not otherwise reflect operating performance, making period-to-period comparisons less relevant.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Financial Outlook and Growth Targets Assumptions

The financial outlook for the three months ending March 31, 2024, and the year ending December 31, 2024, and specifically the Adjusted EBITDA, as well as the Adjusted EBITDA margin long-term growth target, reflect the Company’s strategy to accelerate its investment in distribution, marketing, innovation, and technology. When measured as a percentage of revenue, these expenses are expected to decrease as our investments in distribution, marketing, innovation, and technology normalize over time.

Our financial outlook and growth targets are based on a number of additional assumptions, including the following:

• our results of operations and ability to achieve suitable margins will continue in line with management’s expectations;
• our mix of channels and their expected contribution to consolidated revenue growth, with Global commerce channel revenue growth in a range of 20%-30%; B2B, government and ISV channel revenue growth of 20%+; and improvement in SMB channel from negative mid-single digit revenue growth;
• we will continue to effectively execute against our key strategic growth priorities, and expanded end market and distribution opportunities, without any material adverse impact from macroeconomic trends on our or our customers’ business, financial condition, financial performance, liquidity nor any significant reduction in demand for our products and services;
• losses owing to business failures of merchants and customers will remain in line with anticipated levels;
• existing customers growing their business and expanding into new markets within selected high-growth eCommerce end-markets, including online retail, online marketplaces, digital goods and services, regulated online gaming, social gaming, financial services and travel;
• economic conditions in our core markets, geographies and verticals, including resulting consumer spending and employment, remaining at close to current levels;
• that our operations, business and employees in Israel will not be materially disrupted or impacted by the Middle East conflict;
• assumptions as to the value of digital assets, foreign exchange and interest rates, as well as inflation;
• higher volatility and lower volume in digital assets; Nuvei expects the contribution of digital assets will continue to decline and to represent no more than 5% of revenue going forward;
• Nuvei’s ability to retain and attract new business, achieve synergies and strengthen its market position arising from successful integration plans relating to the Paya acquisition;
• management’s estimates and expectations in relation to future economic and business conditions and other factors, and resulting impact on growth in various financial metrics;
• assumptions regarding competition, political environment and economic performance of each region where Nuvei operates;
• our ability to cross-sell and up-sell new and existing products and services to our existing customers with limited incremental sales and marketing expenses;
• our customers increasing their daily sales, and in turn their business volume of our solutions, at growth rates at or above historical levels for the past few years;
• our ability to maintain existing customer relationships and to continue to expand our customers’ use of more solutions from our proprietary integrated modular platform at or above historical levels for the past few years;
• our ability to leverage our sales and marketing experience in capturing and serving customers in North America and large enterprises in Europe and enable customer base expansion by targeting large enterprises in North America, with a focus in Core global commerce channel;
• our sales and marketing efforts and continued investment in our direct sales team and account management driving future growth by adding new customers adopting our technology processing transactions in existing and new geographies at or above historical levels and in the timeframe anticipated;
• our ability to further leverage our broad and diversified network of partners;
• our ability to expand and deepen our footprint and to add new customers adopting our technology processing transactions in geographies where we have an emerging presence, such as Asia Pacific and Latin America;
• our ability to expand and keep our portfolio of services technologically current through continued investment in our proprietary integrated modular platform and to design and deliver solutions that meet the specific and evolving needs of our customers;
• our ability to maintain and/or expand our relationships with acquiring banks and payment networks;
• our continued ability to maintain our competitiveness relative to competitors’ products or services, including as to changes in terms, conditions and pricing;
• our ability to expand profit margins by reducing variable costs as a percentage of total expenses, and leveraging fixed costs with additional scale and as our investments in, for example, direct sales and marketing normalize;
• increases in volume driving profitable revenue growth with limited additional overhead costs required, as a result of the highly scalable nature of our business model and the inherent operating leverage;
• our continued ability to manage our growth effectively;
• we will continue to attract and retain key talent and personnel required to achieve our plans and strategies, including sales, marketing, support and product and technology operations, in each case both domestically and internationally,
• our ability to successfully identify, complete, integrate and realize the expected benefits of past and future acquisitions and manage the associated risks;
• the absence of adverse changes in legislative or regulatory matters;
• our continued ability to upskill and modify our compliance capabilities as regulations change or as we enter new markets, such as our customer underwriting, risk management, know your customer and anti-money laundering capabilities, with minimal disruption to our customers’ businesses;
• our liquidity and capital resources, including our ability to secure debt or equity financing on satisfactory terms; and,
• the absence of adverse changes in current tax laws.

–

Contact:

Investors

Chris Mammone, Head of Investor Relations

IR@nuvei.com

Statements of Profit or Loss and Comprehensive Income or Loss Data

(in thousands of US dollars except for shares and per share amounts)

Reconciliation of Adjusted EBITDA and Adjusted EBITDA less capital expenditures to Net Income (Loss)

(In thousands of US dollars)

(a) These expenses relate to:

(i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities. For the three months and year ended December 31, 2023, these expenses were $1.5 million and $24.4 million ($6.9 million and $13.1 million for the three months and year ended December 31, 2022). These costs are presented in the professional fees line item of selling, general and administrative expenses.

(ii) acquisition-related compensation was $0.6 million and $4.1 million for the three months and year ended December 31, 2023 and nil and $14.3 million for the three months and year ended December 31, 2022. These costs are presented in the employee compensation line item of selling, general and administrative expenses.

(iii) change in deferred purchase consideration for previously acquired businesses. No amount was recognized for the three months and year ended December 31, 2023, nil and a gain of $1.0 million were recognized for the three months and year ended December 31, 2022. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.

(iv) severance and integration expenses, which were $2.2 million and $12.8 million for the three months and year ended December 31, 2023 ( nil and $2.0 million for the three months and year ended December 31, 2022). These expenses are presented in selling, general and administrative expenses and cost of revenue.

(b) These expenses represent expenses recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and year ended December 31, 2023, the expenses consisted of non-cash share-based payments of $29.1 million and $134.6 million ($35.4 million and $139.1 million for three months and year ended December 31, 2022), nil and $1.0 million for related payroll taxes ($0.1 million and $0.2 million for the three months and year ended December 31, 2022).

(c) This line item primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses.

(d) Adjusted EBITDA less capital expenditures conversion represents Adjusted EBITDA less capital expenditures as a percentage of Adjusted Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Reconciliation of Combined leverage ratio to Combined trailing twelve months Adjusted EBITDA and Net debt

(In millions of US dollars except Combined leverage ratio)

(a) Represents Paya’s Adjusted EBITDA before the acquisition date. See reconciliation of Paya Adjusted EBITDA to Paya net income. See non-IFRS measures.

(b) Combined leverage ratio means net debt divided by Combined trailing twelve months Adjusted EBITDA. See non-IFRS measures.

(c) Information of Paya for the period from January 1, 2023 to February 21, 2023 is derived from internal financial statements before giving effect to the acquisition of Nuvei on February 22, 2023. This information is unaudited and has not been subject to the completion of any financial closing procedures by Nuvei or Paya and has not been reviewed by Nuvei’s or Paya’s independent accountant.

Reconciliation of Paya Adjusted EBITDA to Paya Net income

(In millions of US dollars)

(a) Represents professional service fees related to mergers and acquisitions such as legal fees, consulting fees, accounting advisory fees, and other costs.

(b) Represents non-cash charges associated with stock-based compensation expense, which has been a significant recurring expense in Paya’s business and an important part of its compensation strategy.

(c) Represents costs associated with restructuring plans designed to streamline operations and reduce costs including costs associated with the relocation of facilities, certain staff restructuring charges including severance, certain executive hires, and acquisition related restructuring charges.

(d) Represents costs incurred to retire certain tools, applications and services that are no longer in use.

(e) Represents non-operational gains or losses, non-standard project expense, and non-operational legal expense.

Reconciliation of Adjusted net income and Adjusted net income per basic share and per diluted share to Net Income (Loss)

(In thousands of US dollars except for share and per share amounts)

(a) This line item relates to amortization expense taken on intangible assets created from the purchase price adjustment process on acquired companies and businesses and resulting from a change in control of the Company.

(b) These expenses relate to:

(i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities. For the three months and year ended December 31, 2023, these expenses were $1.5 million and $24.4 million ($6.9 million and $13.1 million for the three months and year ended December 31, 2022). These costs are presented in the professional fees line item of selling, general and administrative expenses.

(ii) acquisition-related compensation was $0.6 million and $4.1 million for the three months and year ended December 31, 2023 and nil and $14.3 million for the three months and year ended December 31, 2022. These costs are presented in the employee compensation line item of selling, general and administrative expenses.

(iii) change in deferred purchase consideration for previously acquired businesses.  No amount was recognized for the three months and year ended December 31, 2023, nil and a gain $1.0 million were recognized for the three months and year ended December 31, 2022. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.

(iv) severance and integration expenses, which were $2.2 million and $12.8 million for the three months and year ended December 31, 2023 ( nil and $2.0 million for the three months and year ended December 31, 2022). These expenses are presented in selling, general and administrative expenses and cost of revenue.

(c) These expenses represent expenses recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and year ended December 31, 2023, the expenses consisted of non-cash share-based payments of $29.1 million and $134.6 million ($35.4 million and $139.1 million for three months and year ended December 31, 2022), nil and $1.0 million for related payroll taxes ($0.1 million and $0.2 million for the three months and year ended December 31, 2022).

(d) This line item primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses.

(e) This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable jurisdiction.

(f) The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Revenue by geography

The following table summarizes our revenue by geography based on the billing location of the merchant:

Revenue by channel

The Company distributes its products and technology through three sales channels: Global commerce, B2B, government and independent software vendors and small and medium sized businesses. In its Global commerce channel, the Company supports mid-market to large enterprise customers across multiple verticals with domestic, regional, international, and cross-border payments; leveraging its deep industry expertise and utilizing its modern scalable modular technology stack that is purpose-built for businesses whose operations span multi-location, multi-country, and multi-currency. In its B2B, government and ISV channel, the Company embeds its global payment capabilities and proprietary software into enterprise resource planning (“ERP”) solutions and software platforms. The Company’s SMB channel, consists of its North American based traditional SMB customers that utilize Nuvei for card acceptance.

Disaggregation of revenue and interest revenue

(In thousands of US dollars)

Reconciliation of Nuvei pro forma revenue and Nuvei pro forma revenue growth to revenue and of Nuvei pro forma revenue by channel to revenue by channel

^(a) Reflects adjustments to present Paya’s revenue or Paya’s revenue by channel net of interchange fees in order to align with Nuvei’s presentation of revenue calculated in accordance with the accounting policies used to prepare the revenue line item in the Company’s financial statements under IFRS.

Reconciliation of Revenue at constant currency and Revenue growth at constant currency to Revenue

The following table reconciles Revenue to Revenue at constant currency and Revenue growth at constant currency for the period indicated:

Reconciliation of Organic revenue excluding digital assets and cryptocurrencies at constant currency and Organic revenue growth excluding digital assets and cryptocurrencies at constant currency to Revenue

The following table reconciles Revenue to Organic revenue excluding digital assets and cryptocurrencies at constant currency and Organic revenue growth excluding digital assets and cryptocurrencies at constant currency for the period indicated:

⁽¹⁾ Revenue from acquisitions reflects revenue from Paya, which was acquired on February 22, 2023, as well as another immaterial acquisition completed during the period, and revenue from divestitures was nil in both periods presented.

⁽²⁾ Represent organic revenue from digital assets and cryptocurrencies.

Reconciliation of Organic revenue at constant currency and Organic revenue growth at constant currency to Revenue

The following table reconciles Revenue to Organic revenue at constant currency and Organic revenue growth at constant currency for the period indicated:

^(a) Revenue from acquisitions primarily reflects revenue from Paya which was acquired on February 22, 2023.

Juan Franco, senior vice president of eCommerce for the Asia-Pacific (APAC) region at Nuvei, highlighted some of these factors in an interview with PYMNTS, ranging from user behaviors and regulations to currencies and taxes.

“For example, there are seven countries with seven different regulatory environments in Southeast Asia, so even if you want to use one strategy for this specific region, you need to understand every single country, its [market dynamics, and] how each of their payment landscapes has evolved,” Franco said.

This also includes an understanding of the diverse alternative payment methods (APMs) in use, Franco added. To illustrate this, he pointed out differences across APAC and Southeast Asia, from the dominance of digital wallet transactions in countries like China, the Philippines and Indonesia, and the widespread adoption of buy now, pay later (BNPL) in Australia, to markets such as Japan and Mexico where cash payments still hold sway.

Navigating this complex global commerce landscape is no doubt challenging, which is why using the expertise of an established global provider like Nuvei can be instrumental in easing the process for eCommerce merchants looking to expand globally, Franco explained.

The Canada-headquartered payments firm holds local licenses in most global markets and has integrations with over 680 APMs, enabling the firm to deliver comprehensive support, including payment solutions, regulatory compliance and know your customer (KYC) assistance to online retailers, among other services.

As Franco said, “our mission is one single integration, one single API that gives our merchants coverage in all or most countries worldwide. [Basically,] merchants can go to a new country and accept payments like a local company.”

Navigating Australia’s Unique Payments Landscape

Australia, as Franco highlighted, has been at the forefront of payments innovation. The country’s eCommerce market stands out in the APAC region for its maturity, substantial market size, and early embrace of innovative payment methods such as BNPL.

This lesser-known landscape owes much of its success to a combination of regulatory support and the country’s robust yet somewhat isolated economic structure, he explained.

“When you go to Australia, you really get surprised at how advanced and innovative they are,” he said.

For eCommerce merchants targeting the market, Franco underscored the importance of acknowledging its distinctive payments landscape, which extends beyond BNPL to encompass traditional card payments, electronic fund transfer (EFT) payments, and an array of digital wallets.

As one of the early adopters of contactless payments, Australia has also embraced the faster payments trend, launching the New Payments Platform (NPP) in 2018 to enable consumers and businesses to make near real-time payments on a 24/7 basis.

However, Franco said the speed and adoption of instant payments in Australia will not mirror the extraordinary growth witnessed in countries like Brazil and India, where the Pix and UPI payment systems have facilitated instant payments for large segments of unbanked populations previously unable to transact electronically.

“In Australia, even small merchants already accept [faster electronic] payments, so the need [for real-time payments] is not at the level of markets like India and Brazil,” he noted.

Merchants also frequently view Australia as a key entry point into neighboring New Zealand — another expansion opportunity where Nuvei’s local expertise can be valuable in understanding the unique complexities of each market.

“When we talk to merchants about Australia, New Zealand often comes up, but while these two countries share proximity and maturity, their regulatory landscapes differ significantly,” Franco said.

The full interview can be read here.

The conference call will be webcast live from the Company’s investor relations website at https://investors.nuvei.com under the “Events & Presentations” section. A replay will be available on the investor relations website following the call.

The conference call can also be accessed live over the phone by dialing 877-425-9470 (US/Canada toll-free), or 201-389-0878 (international). A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 13743233. The replay will be available through Wednesday, March 20, 2024.

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com.

Nuvei Investor Contact:

Chris Mammone, Head of Investor Relations

IR@nuvei.com

Nuvei is the first global payments company to offer direct local acquiring in Colombia, enabling local and international partners to accept card payments from their customers in the country without relying on intermediaries or third-party payment processors. Simplifying payments relationships in Colombia enables eCommerce businesses to maintain greater control over transaction flow management, as well as develop a more localized payments experience for customers.

This announcement is the latest from Nuvei as it continues to expand its global reach and enable its partners to engage with their customers more deeply through payments, wherever they are and however they want to pay. In addition to unifying international operations via a single processing platform, businesses operating in Colombia are benefitting from enhanced reporting capabilities through consolidation of all global transaction data, making data easier to analyze and inform decision making.

Colombian businesses looking to scale rapidly, including through quick and efficient international expansion, are also able to leverage Nuvei’s global reach to enter new markets with ease.

Other benefits of direct local acquiring to eCommerce businesses selling to customers in Colombia through their global integration with the Nuvei platform include card authorization rate uplift, reduced settlement times from days to potentially less than 24 hours, and optimized processing resource commitments.

Latin America is one of the world’s fastest-growing regions, making it an increasingly attractive region for international eCommerce businesses. Within LATAM, Colombia is the third-largest eCommerce market, reaching US$42.3 billion in volume in 2023. Annual volume in Colombia is forecasted reach US$87 billion in 2026 at a projected compound annual growth rate (CAGR) of 27%.[1]

Philip Fayer, Nuvei Chair and CEO, commented on the announcement: “Launching our direct local acquiring capabilities in Colombia augments our presence in LATAM and reinforces our commitment to growth in the region. We are already active in more than eleven markets in LATAM through direct integration into local acquirers and networks, and adding direct local acquiring capabilities in Colombia strengthens our ability to provide best-in-class services to our customers across the region.”

With local acquiring capabilities in 50 markets and connectivity to 680 local APMs, Nuvei is elevating payments to a hyper-localized level on a global setting, and supporting businesses to expand internationally while still optimizing their payments function.

About Nuvei 

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Contact: 

Public Relations

alex.hammond@nuvei.com

Investor Relations

IR@nuvei.com

[1] https://paymentscmi.com/insights/colombia-e-commerce-market/