EX-99.1 2 ea171390ex99-1_payahold.htm TEAM MEMBER LETTER, FIRST USED ON JANUARY 9, 2023

Exhibit 99.1


Subject: Exciting Next Step in Paya’s Journey


OnePaya Team,


I’m writing to share an important milestone in Paya’s incredible journey. Just a few moments ago, Paya announced that it has entered into an agreement to be acquired by Nuvei that will create a diversified and future-focused global payment leader. A copy of the press release is attached.


Nuvei is a Montreal-based, high-growth global payment company. A go-to payment technology partner across a wide range of eCommerce verticals, Nuvei currently operates in over 200 markets and accepts nearly 600 payment methods in approximately 150 currencies. Our core verticals, including government, integrated payments and B2B verticals, are highly additive to Nuvei and strengthen their presence in both the U.S. market and integrated payments broadly.


Throughout our discussions with Nuvei, Paya’s executive team has been struck by the similarities in our values and strategies. Like us, Nuvei is a people-first and technology-led organization that has experienced strong growth. This provides a unique opportunity to serve our clients via innovative technology and propel our business to new heights as part of Nuvei’s global organization.


Next Steps – Town Hall, Business as Usual


Please join me along with other members of Paya’s Executive Leadership team for a Town Hall today at 1:00pm ET. An invite with a link and dial-in information will be in your inboxes shortly. We will also be joined by Nuvei’s Founder, Chairman and CEO Phil Fayer, who will share his perspective on this exciting news.


As for next steps, we expect to complete this combination with Nuvei by the end of the first quarter of 2023, subject to customary closing conditions. I want to emphasize that until then, Paya and Nuvei will continue to operate as separate companies, and it’s business as usual. Your role and day-to-day responsibilities remain unchanged, and we’re counting on you to continue building on the strong momentum we have underway. We’re also committed to keeping you informed as best we can throughout this process – for starters, an FAQ will be posted today at [LINK]. You may also direct any additional questions to people@paya.com.


We expect today’s announcement to lead to increased interest in Paya and it’s important that we speak with one voice. Please make sure you’re following company guidelines and if you receive any media inquiries, please forward them to pr@paya.com.


This is a testament to the incredible talent and technology at Paya – it’s due to your dedication to serving our impressive array of partners and customers in terrific high-growth market verticals. I couldn’t be more proud of the company we have built together and I’m also excited by what the future holds.


With gratitude,







Additional Information about the Tender Offer and Where to Find it


The tender offer referenced in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Paya Holdings, Inc. (“Paya”), nor is it a substitute for the tender offer materials that Pinnacle Merger Sub, Inc. (“Merger Sub”) will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation of an offer to sell and the offer to buy shares of Paya’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub, a wholly owned subsidiary of Nuvei Corporation (“Nuvei”), intends to file with the SEC. In addition, Paya will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.


Stockholders and Investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and any amendments or supplements thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.


Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Paya on Schedule 14D-9 and related offer materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov or from the information agent that will be named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Paya under the “Investors” section of Paya’s website at https://investors.paya.com.


Cautionary Statement Regarding Forward-Looking Statements


Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of Paya by Nuvei and any statements relating to Paya’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the merger agreement including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of Paya’s common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for Paya will be made; (v) the possibility that any or all of the various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and (vii) the effects of disruption from the transactions of Paya’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Paya’s public filings with the SEC from time to time, including Paya’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q. Paya’s stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Paya expressly disclaims any intent or obligation to update or revise publicly these forward-looking information or statements.