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Payoneer Announces Expiration and Results of the Offer to Purchase and Consent Solicitation Relating to its Warrants; Issues Notice of Redemption for Outstanding Warrants
NEW YORK--(BUSINESS WIRE)-- Payoneer Global Inc. (“Payoneer” or the “Company”) (Nasdaq: PAYO) today announced the expiration of its 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 the expiration of its offer to purchase (the “Offer”) all of its outstanding Warrants (as defined below) at a purchase price of $0.78 per Warrant in cash, without interest. Completion of the Offer, when combined with the contemplated redemption of untendered Warrants (as described below), will lead to a simplified capital structure.\n\nPayoneer’s offer to purchase 25,158,086 publicly traded warrants which were publicly issued and sold as part of the units in the initial public offering of FTAC Olympus Acquisition Corp. (“FTOC”) on August 25, 2020 (the “FTOC IPO”), and assumed by the Company on June 25, 2021, and which entitle such warrant holders to purchase one share of Payoneer’s common stock, par value $0.01 per share, at an exercise price of $11.50, subject to certain adjustments (the “Warrants”), expired at 12:00 midnight, Eastern Time, at the end of the day on September 9, 2024 (the “Expiration Date”).\n\nPayoneer has been advised that, as of the Expiration Date, 24,030,937 Warrants (including 7,267 Warrants tendered pursuant to the notice of guaranteed delivery procedures of the Offer) had been validly tendered and not validly withdrawn, representing approximately 95.5% of the outstanding Warrants. The Company expects to accept all validly tendered Warrants for purchase and expects to settle such purchase promptly. Pursuant to the terms of the Offer, holders of Warrants that were validly tendered and not validly withdrawn prior to the Expiration Date will receive $0.78 per share for each Warrant tendered. The Company expects to pay an aggregate of approximately $18.7 million in cash in exchange for all validly tendered Warrants.\n\nPayoneer also solicited consents (the “Consent Solicitation”) to amend the Warrant Agreement, dated August 25, 2020, by and between FTOC and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment, Assumption and Amendment Agreement, dated June 25, 2021, by and between the Company, FTOC and Continental (as amended, the “Warrant Agreement”), which governs all of the Warrants, to permit Payoneer to redeem each outstanding Warrant not tendered in the Offer for $0.70 in cash, without interest, which is approximately 10% less than the price applicable to th...