Payoneer shareholders approved the company’s $2.75 billion sale to Nuvei on Monday, removing one of the largest remaining conditions to the payments company’s planned take-private transaction.
About 225.0 million shares were voted in favor of the merger agreement, compared with 2.24 million against and 54,219 abstentions, according to a Payoneer filing with the Securities and Exchange Commission. Roughly 99% of votes cast supported the deal.
Nuvei agreed in June to acquire Payoneer for $7.40 per share in cash. The offer represented a 44% premium to Payoneer’s closing price on June 8, the final full trading session before reports emerged that the companies were in advanced takeover discussions. The companies have said they expect the transaction to close around the middle of 2027.
Payoneer shares closed Monday at $7.14, up about 0.3%, leaving a 26-cent gap to the agreed acquisition price. That roughly 3.6% spread reflects the remaining time to closing and the possibility that regulatory approvals could take longer than expected or impose conditions on the transaction.
Shareholder Risk Is Gone. Regulatory Risk Remains.
Payoneer and Nuvei have already cleared one U.S. antitrust hurdle. Both companies submitted Hart-Scott-Rodino filings in July, and federal regulators granted early termination of the applicable waiting period on July 28.
The deal still requires additional approvals covering foreign investment rules and payments licenses in several jurisdictions, including approvals from U.S. money-transmitter authorities and non-U.S. payment-services regulators. Those approvals matter more now that shareholders have formally endorsed the transaction.
The merger agreement currently carries a June 12, 2027 outside date. That deadline can automatically extend to September 12, 2027 if required regulatory approvals remain outstanding.
Nuvei has also agreed to take certain remedial steps if regulators require them, including potential divestitures, licensing arrangements or operating restrictions, subject to limits intended to prevent remedies that would have a materially adverse effect on the combined business.
That leaves regulatory execution, rather than shareholder support, as the main variable determining when Payoneer investors receive the $7.40 cash consideration.
Proxy Disclosures Drew Scrutiny Before the Vote
The approval follows additional disclosures Payoneer made last week after two shareholder lawsuits challenged the company’s merger proxy.
The lawsuits, filed in New York state court in August, alleged that Payoneer’s proxy contained material omissions and sought, among other remedies, to block completion of the merger. Payoneer said it considers those allegations without merit, but voluntarily expanded its disclosures in an effort to reduce litigation costs and uncertainty.
Among the additions, Payoneer disclosed more information about relationships involving members of the board’s advisory committee and Advent International, the private-equity owner of Nuvei.
The filing also provided more detail about law firm Davis Polk’s prior work for Nuvei and its affiliates. Payoneer disclosed that those matters generated about $6 million in revenue for Davis Polk from January 2024 through the signing of the merger agreement, representing less than 0.1% of the law firm’s revenue over that period. Payoneer’s board said it did not consider the relationship a conflict of interest.
Additional valuation data from financial adviser Qatalyst Partners was also included, showing the payment-industry companies and previous transactions used to assess the fairness of the offer. The comparable-company group covered businesses including PayPal, Corpay, Fiserv, Block, Adyen and Wise.
Those disclosures did not produce meaningful shareholder opposition. The merger proposal passed by a wide margin, while shareholders also approved merger-related executive compensation on a non-binding advisory basis.
The Deal Spread Is Now the Key Signal
The transaction would combine two sizable cross-border payment platforms. Payoneer said at the time of the announcement that the combined business was expected to generate roughly $3 billion in annual revenue and process more than $500 billion of payment volume across more than 2.4 million customers.
For Payoneer shareholders, however, the operating story is increasingly secondary to closing probability.
As long as the stock remains below the $7.40 cash price, the discount will provide a market-based indication of how investors are weighing the remaining regulatory process, the time required to complete the transaction and the risk of a delay or failure.
The merger agreement provides Payoneer with a $165 million termination fee under certain circumstances if Nuvei fails to complete the transaction when required. That protection does not eliminate downside risk for shareholders if the acquisition fails, but it gives Payoneer some contractual recourse.
The next meaningful developments should come from regulators rather than shareholders. With Monday’s vote completed and U.S. antitrust waiting-period clearance already obtained, progress on the remaining payments and foreign-investment approvals will determine whether the companies can stay on track for a mid-2027 closing.