Payoneer Files Merger Proxy for $7.40-a-Share Nuvei Takeover

What happened

Payoneer Global Inc. (Nasdaq: PAYO) filed a definitive merger proxy statement with the SEC on August 11, 2026, according to the filing. The filing sets a special meeting of stockholders for September 14, 2026, at 9:00 a.m. Eastern Time, to be held as a completely virtual, live audio webcast.

Payoneer is a payments and financial services company that serves businesses, particularly those involved in cross-border commerce; its common stock trades on Nasdaq under the ticker PAYO. The company is incorporated in Delaware and lists its principal offices at 195 Broadway, New York.

Stockholders of record as of the close of business on August 6, 2026 — the record date — are entitled to vote at the special meeting. Shares closed at $7.12 on the day the proxy was filed, up 0.14% from the prior close of $7.11, according to the price data.

The merger terms

The proxy describes an Agreement and Plan of Merger dated June 12, 2026, among Payoneer, Neon Maple Parent Inc. (a Canadian corporation referred to in the filing as "Nuvei Parent") and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei Parent. Under the agreement, that subsidiary will merge into Payoneer, with Payoneer surviving as a wholly owned subsidiary of Nuvei Parent.

At the effective time of the merger, each share of Payoneer common stock will be converted into the right to receive $7.40 in cash, without interest, per the filing. Payoneer's common stock has a par value of $0.01 per share.

The Payoneer board of directors unanimously approved the merger agreement, determined it fair to and in the best interests of Payoneer and its stockholders, and recommends that stockholders vote "FOR" the merger agreement proposal, "FOR" the advisory merger-related compensation proposal, and "FOR" the adjournment proposal, according to the filing.

The merger cannot be completed unless the merger agreement proposal is approved by holders of at least a majority of the voting power of Payoneer common stock outstanding and entitled to vote. Each share carries one vote. A failure to vote has the same effect as a vote against the merger agreement proposal, the filing states.

Other items on the ballot

Stockholders will also vote on a non-binding advisory proposal on compensation that may be paid or become payable to Payoneer's named executive officers in connection with the merger (the "Merger-Related Compensation Proposal"), and on a proposal to adjourn the special meeting if necessary to solicit additional proxies (the "Adjournment Proposal").

The filing states that a stockholder who does not vote in favor of the merger agreement proposal will have the right to seek appraisal of the fair value of its shares if the merger is completed, but only by submitting a written demand for appraisal before the vote is taken and strictly complying with Section 262 of the Delaware General Corporation Law.

What this means

A merger proxy statement — filed under Schedule 14A, the same schedule used for annual meeting proxies — is the document a public company must send stockholders when it is asking them to vote on a major transaction. The "DEFM14A" tag on this filing means "definitive": it is the final version, as opposed to a preliminary one filed earlier for SEC review. It is the filing that satisfies the company's obligation under Section 14(a) of the Securities Exchange Act of 1934 to give stockholders full disclosure before they vote.

In a cash merger like this one, the vote is binary for stockholders: approving the deal means giving up their shares in exchange for $7.40 per share in cash, and Payoneer stock would stop trading publicly if the deal closes. That is why the proxy explains the appraisal right — a Delaware-law mechanism letting a stockholder who objects to a cash merger ask a court to determine the fair value of their shares instead of accepting the merger price, provided they follow the statutory steps exactly.

The merger-related compensation vote is advisory and non-binding; it comes from SEC rules that require a separate say-on-golden-parachute vote when executives may receive payments tied to a merger. The adjournment proposal is a procedural tool: because the merger needs a majority of all outstanding shares, not just of shares voted, the company may need extra time to gather proxies if turnout is low.

The filing also notes the parties must obtain regulatory clearances and approvals before the merger can close, and lists the conditions to the merger. Payoneer and its acquirer cannot complete the transaction without the stockholder vote, and the filing does not state a specific expected closing date beyond the conditions and approvals process.