Payoneer Global Inc. (“Payoneer” or the “Company”)
(Nasdaq: PAYO) today announced the expiration of its offer to
purchase (the “Offer”) all of its outstanding Warrants (as
defined below) at a purchase price of $0.78 per Warrant in cash,
without interest. Completion of the Offer, when combined with the
contemplated redemption of untendered Warrants (as described
below), will lead to a simplified capital structure.
Payoneer’s offer to purchase 25,158,086 publicly traded warrants
which were publicly issued and sold as part of the units in the
initial public offering of FTAC Olympus Acquisition Corp.
(“FTOC”) on August 25, 2020 (the “FTOC IPO”), and
assumed by the Company on June 25, 2021, and which entitle such
warrant holders to purchase one share of Payoneer’s common stock,
par value $0.01 per share, at an exercise price of $11.50, subject
to certain adjustments (the “Warrants”), expired at 12:00
midnight, Eastern Time, at the end of the day on September 9, 2024
(the “Expiration Date”).
Payoneer has been advised that, as of the Expiration Date,
24,030,937 Warrants (including 7,267 Warrants tendered pursuant to
the notice of guaranteed delivery procedures of the Offer) had been
validly tendered and not validly withdrawn, representing
approximately 95.5% of the outstanding Warrants. The Company
expects to accept all validly tendered Warrants for purchase and
expects to settle such purchase promptly. Pursuant to the terms of
the Offer, holders of Warrants that were validly tendered and not
validly withdrawn prior to the Expiration Date will receive $0.78
per share for each Warrant tendered. The Company expects to pay an
aggregate of approximately $18.7 million in cash in exchange for
all validly tendered Warrants.
Payoneer also solicited consents (the “Consent
Solicitation”) to amend the Warrant Agreement, dated August 25,
2020, by and between FTOC and Continental Stock Transfer &
Trust Company (“Continental”), as amended by the Assignment,
Assumption and Amendment Agreement, dated June 25, 2021, by and
between the Company, FTOC and Continental (as amended, the
“Warrant Agreement”), which governs all of the Warrants, to
permit Payoneer to redeem each outstanding Warrant not tendered in
the Offer for $0.70 in cash, without interest, which is
approximately 10% less than the price applicable to the Offer (such
amendment, the “Warrant Amendment”). Pursuant to the terms
of the Warrant Agreement, the adoption of the Warrant Amendment
required the consent of holders of at least 65% of the then
outstanding Warrants.
As of the Expiration Date, parties representing holders of
approximately 95.5% of the outstanding Warrants consented to the
Warrant Amendment in the Consent Solicitation. Accordingly, because
holders of more than 65% of the outstanding Warrants have agreed to
consent to the Warrant Amendment in the Consent Solicitation, the
Warrant Amendment was adopted. The Warrant Amendment was executed
and the Company will exercise its right, in accordance with the
terms of the Warrant Amendment, to redeem all remaining Warrants
not tendered in the Offer in exchange for $0.70 per Warrant,
without interest (unless exercised prior to the redemption date),
and has fixed September 25, 2024 as the redemption date, following
which no Warrants will remain outstanding.
The Offer and Consent Solicitation were made pursuant to an
Offer to Purchase, initially dated August 12, 2024, and joint
Schedule TO/Schedule 13e-3 (the “Schedule TO”), initially
dated August 12, 2024, each as amended and supplemented from time
to time, and each of which have been filed with the U.S. Securities
and Exchange Commission (“SEC”) and more fully set forth in
the terms and conditions of the Offer and Consent Solicitation.
Payoneer will file a final amendment to its Schedule TO to disclose
the final results of the Offer.
The Company’s common stock and Warrants are listed on The Nasdaq
Stock Market LLC under the symbols “PAYO” and “PAYOW,”
respectively.
Citigroup Global Markets Inc. was the Dealer Manager for the
Offer and Consent Solicitation. Sodali & Co. (“Sodali”) was the
Information Agent for the Offer and Consent Solicitation, and
Continental was the Warrant Agent for the Offer and Consent
Solicitation. All questions concerning tender procedures and
requests for additional copies of the offer materials, including
the letter of transmittal and consent, should be directed to Sodali
at (800) 662-5200 (toll free).
Disclaimer
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation were made
only through the Schedule TO and Offer to Purchase, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to Purchase. This
announcement does not constitute a notice of redemption with
respect to the Warrants that remain outstanding after the
settlement.
About Payoneer:
Payoneer is the financial technology company empowering the
world’s small and medium-sized businesses to transact, do business,
and grow globally. Payoneer was founded in 2005 with the belief
that talent is equally distributed, but opportunity is not. It is
our mission to enable any entrepreneur and business anywhere to
participate and succeed in an increasingly digital global economy.
Since our founding, we have built a global financial stack that
removes barriers and simplifies cross-border commerce. We make it
easier for millions of SMBs, particularly in emerging markets, to
connect to the global economy, pay and get paid, manage their funds
across multiple currencies, and grow their businesses.
Forward-Looking Statements:
This press release includes “forward-looking statements”,
including statements about the expiration date for the Offer and
Consent Solicitation and the effects of the Offer and Consent
Solicitation on our capital structure. Forward-looking statements
generally relate to future events or Payoneer’s future financial or
operating performance. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,”
“expect,” “intend,” “plan,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential” or “continue,” or the negatives
of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Payoneer and its
management, as the case may be, are inherently uncertain. Factors
that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) changes in
applicable laws or regulations; (2) the possibility that Payoneer
may be adversely affected by geopolitical events and conflicts,
such as the current conflict between Israel and Hamas, and other
economic, business and/or competitive factors; (3) changes in the
assumptions underlying our financial estimates; (4) the outcome of
any known and/or unknown legal or regulatory proceedings; and (5)
other risks and uncertainties set forth in Payoneer’s Annual Report
on Form 10-K for the period ended December 31, 2023 and future
reports that Payoneer may file with the SEC from time to time.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Payoneer does not
undertake any duty to update these forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240910237111/en/
Investor Contact: Michelle Wang investor@payoneer.com
Media Contact: Alison Dahlman PR@payoneer.com
Payoneer Global (NASDAQ:PAYOW)
過去 株価チャート
から 11 2024 まで 12 2024
Payoneer Global (NASDAQ:PAYOW)
過去 株価チャート
から 12 2023 まで 12 2024
