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Payoneer Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants
NEW YORK--(BUSINESS WIRE)-- Payoneer Global Inc. (“Payoneer” or the “Company”) (Nasdaq: PAYO) today announced that it has commenced an offer to purchase (the
About this update from Payoneer Global Inc.
[{"type":"text","content":" NEW YORK--(BUSINESS WIRE)--\nPayoneer Global Inc. (“Payoneer” or the “Company”) (Nasdaq: PAYO) today announced that it has commenced an offer to purchase (the “Offer”) all of its outstanding public warrants (the “Warrants”) to purchase shares of its common stock, par value $0.01 per share, at a purchase price of $0.78 in cash, without interest.\n\n\nPayoneer is also soliciting consents (the “Consent Solicitation”) to amend the Warrant Agreement, dated August 25, 2020, by and between FTAC Olympus Acquisition Corp. (“FTOC”) and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment, Assumption and Amendment Agreement, dated June 25, 2021, by and among Payoneer, FTOC and Continental (as amended, the “Warrant Agreement”), which governs all of the Warrants, to permit Payoneer to redeem each outstanding Warrant for $0.70 in cash, without interest, which is approximately 10% less than the price applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the adoption of the Warrant Amendment will require the consent of holders of at least 65% of the then outstanding Warrants. Parties representing approximately 65.6% of the outstanding Warrants have agreed to tender their Warrants in the Offer and to consent to the Warrant Amendment in the Consent Solicitation, pursuant to a tender and support agreement. Accordingly, because holders of more than 65% of the outstanding Warrants have agreed to consent to the Warrant Amendment in the Consent Solicitation, if the other conditions of the Offer do not occur or, if they occur, are waived, then the Warrant Amendment will be adopted.\n\n\nThe Offer will be open until 12:00 midnight, Eastern Time, at the end of the day on September 9, 2024 (the “Expiration Date”), unless extended or earlier terminated by Payoneer. Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. The Offer is not conditioned upon any minimum number of Warrants being tendered in the Offer. The Offer is, however, subject to other conditions described in the Offer and Consent Solicitation.\n\n\nThe Offer and Consent Solicitation are being made pursuant to an Offer to Purchase dated August 12, 2024, and joint Schedule TO/Schedule 13e-3 (the “Schedule TO”), dated August 12, 2024, each of which have been filed ...