Recommended Offer (the "Offer") for Paysafe Group plc ("Paysafe") by Blackstone and CVC (the “Consortium”)
OFFER (THE "OFFER") FOR PAYSAFE GROUP PLC ("PAYSAFE") BY PI UK BIDCO LIMITED (“BIDCO”), A NEWLY FORMED COMPANY JOINTLY-OWNED BY A CONSORTIUM OF FUNDS MANAGED BY BLACKSTONE AND FUNDS MANAGED AND/OR ADVISED BY CVC CAPITAL PARTNERS (THE “CONSORTIUM”).
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT, OR OTHERWISE LOCATED, IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. THIS INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH PAYSAFE REGARDS AS UNDULY ONEROUS.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY PAYSAFE, BIDCO AND/OR THE CONSORTIUM RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
NO OFFER CAN BE VALIDLY ACCEPTED BY PAYSAFE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE INFORMATION FROM THIS WEBSITE.
You are attempting to enter the section of this website that is designated for the publication of announcements, documents and information in connection with the Offer. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The Offer is expected to be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in such document.
Access to the Website
If you would like to view this section of the website, please read this notice carefully before clicking “Agree” or “Disagree” below. This notice applies to all persons who view this section of the website and, depending on where you are located, may affect your rights or responsibilities. Paysafe reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this section of the website. In addition, the contents of this section of the website may be amended at any time in whole or in part at the sole discretion of Paysafe.
As a consequence of legal restrictions, the release, publication or distribution of information contained in this section of the website to certain persons or in certain jurisdictions may be restricted or unlawful under local laws or regulations (a "Restricted Jurisdiction"). All persons resident or located outside the United Kingdom or the Isle of Man who wish to view this section of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a Restricted Jurisdiction, you should not view this section of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt as to whether you are permitted to download or view the information in this section of the website, please exit this webpage by clicking on the “Disagree” box below. Paysafe and its advisers do not assume any responsibility for any violation by any person of these restrictions.
You should not forward, transmit or show any of the announcements, information or documents contained in this section of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to a Restricted Jurisdiction.
Notice to US investors
The Offer is expected to be made by way of a scheme of arrangement under the laws of the Isle of Man. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer provisions of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "US Exchange Act"). Accordingly, the Offer will be subject to Isle of Man and English procedural and disclosure requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of Paysafe shares to enforce their rights and claims arising out of the US federal securities laws, since Paysafe is, and any offeror may be, located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Paysafe shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
The receipt of cash pursuant to the Offer by a US holder of shares in Paysafe may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Holders of Paysafe shares are urged to consult their independent professional adviser immediately regarding the tax consequences of accepting the Offer.
Forward Looking Statements
This section of the website contains “forward-looking statements”. These statements are based on the current expectations of Paysafe, Bidco and the Consortium and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this section of the website include statements relating to the expected effects of the Offer on Paysafe, the expected timing and scope of the Offer, and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Paysafe, Bidco and the Consortium believe that the expectations reflected in such forward-looking statements are reasonable, Paysafe, Bidco and the Consortium can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward?looking statements. These factors include the satisfaction of the conditions to the Offer, as well as additional factors, such as: fluctuations in the capital markets; fluctuations in interest and exchange rates; increased regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Paysafe, Bidco, the Consortium nor any of their affiliates undertakes any obligation to update or revise forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required. Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast or asset valuation.
Responsibility for information
In relation to any document, announcement or information contained in this section of the website, the only responsibility accepted by the directors of Paysafe (the "Paysafe Responsible Persons") is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Paysafe Responsible Persons, Paysafe or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any document, announcement or information contained in this section of the website put on display on behalf of, published by or relating to Bidco, the Consortium or any of their affiliated companies, or any information on any other website that may be linked to this website by a third party.
The documents included in this section of the website speak only at the specified date of the relevant document and neither Paysafe, Bidco, the Consortium nor any of their affiliates has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the announcements, information or documents contained in this section of the website, the Offer or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.
THE DOCUMENTS IN THIS SECTION OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON, EITHER IN WHOLE OR IN PART, IN A RESTRICTED JURISDICTION.
Electronic versions of these materials are not directed at and not intended to be accessible by persons resident in a Restricted Jurisdiction.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of Understanding and Acceptance of Disclaimer
- I confirm that I am permitted to proceed to this section of the website and that I am not (nor do I act on behalf of someone who is) resident in a Restricted Jurisdiction.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any announcements, information or documents included in this section of the website, either in whole or in part, to any person in a Restricted Jurisdiction.
- I represent and warrant to Paysafe that I intend to access this section of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I agree to be bound by the terms of the notice set out above.
If you are not able to give these confirmations, you should click 'Disagree' below.
|31 August 2017||Paysafe Articles|
|31 August 2017||Bidco's Articles of Association|
|31 August 2017||Paysafe Group plc Articles of Association as proposed to be amended at the Extraordinary General Meeting|
|31 August 2017||Paysafe Group Ltd Articles of Association as proposed to be adopted upon the Scheme becoming effective and re-registration of Paysafe as a private limited company|
|31 August 2017||Lazard & Co., Limited - Consent Letter|
|31 August 2017||Deutsche Bank AG, London Branch - Consent Letter|
|31 August 2017||RBC Europe Limited - Consent Letter|
|31 August 2017||Credit Suisse International - Consent Letter|
|31 August 2017||Jefferies Finance LLC - Consent Letter|
|31 August 2017||Morgan Stanley Bank International Limited - Consent Letter|
|4 August 2017||Joel Leonoff - Deed of Irrevocable Undertaking|
|4 August 2017||Brian McArthur-Muscroft - Deed of Irrevocable Undertaking|
|4 August 2017||Dennis Jones - Deed of Irrevocable Undertaking|
|4 August 2017||Brahm Gelfand - Deed of Irrevocable Undertaking|
|4 August 2017||Andrew Dark - Deed of Irrevocable Undertaking|
|3 August 2017||Credit Suisse AG, London Branch – Agency Fee Letter|
|3 August 2017||Interim Facilities Agreement between Credit Suisse AG, Jefferies Finance LLC and Morgan Stanley Bank International Limited|
|30 August 2017||Interim Facilities Amendment Letter between Pi UK Bidco Limited, Credit Suisse AG, London Branch, Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp and Deutsche Bank AG|
|11 September 2017||Credit Suisse AG, London Branch, Jefferies Finance LLC, Morgan Stanley Bank International Limited and Morgan Stanley Senior Funding Inc. - Commitment Letter|
|11 September 2017||Credit Suisse AG, London Branch, Jefferies Finance LLC, Morgan Stanley Bank International Limited and Morgan Stanley Senior Funding Inc. - Arrangement Fee Letter|