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:
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.