Background

In December 2024, Payfare Inc., a Toronto-based financial technology company specializing in digital banking solutions for workforces, entered into a definitive agreement to be acquired by Fiserv, a leading global provider of payments and financial services technology. The all-cash transaction valued Payfare at approximately $201.5 million, offering shareholders $4.00 per issued and outstanding share.

Challenges

Despite a ~90% premium on the TSX closing share price before the announcement, the acquisition faced opposition from a major shareholder. To gain shareholder approval, the company needed broad participation to meet the 66 2/3% vote threshold and "minority approval" under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Kingsdale’s Strategic Advisory Role

Payfare engaged Kingsdale Advisors as its strategic shareholder and communications advisor. Kingsdale’s role encompassed:

• Shareholder Engagement: Kingsdale conducted targeted outreach to educate shareholders on the transaction’s benefits, addressing concerns and emphasizing the immediate value of the all-cash offer.

• Proxy Solicitation: Leveraging its expertise, Kingsdale managed the proxy solicitation process, ensuring shareholders were well-informed and motivated to participate in the voting process.

• Communication Strategy: Kingsdale crafted clear and compelling messaging, highlighting the advantages of voting for the transaction as well as the endorsements from leading independent proxy advisory firms, including ISS and Glass Lewis, both recommending shareholders vote in favour of the arrangement.

Outcome

The combined efforts resulted in a significant increase of more than 20% in shareholder turnout. The acquisition received strong approval, with over 80% of Payfare's voting shareholders in favour.

Conclusion

Kingsdale Advisors’ comprehensive approach in combining expertise in proxy solicitation, governance advisory, vote-driving strategies, and clear messaging, was crucial in improving turnout and securing shareholder approval for the Payfare-Fiserv acquisition.