Payoneer Global Inc. Merger Agreement

Payoneer Global Inc. has entered into an Agreement and Plan of Merger with Neon Maple Parent Inc. (Nuvei) and Panda Acquisition Sub Inc. The agreement outlines the terms of a merger where Merger Sub will merge with and into Payoneer, with Payoneer surviving as a wholly-owned subsidiary of Nuvei. Each share of Payoneer common stock will be converted into $7.40 in cash. Outstanding equity awards, including options, RSUs, and PSUs, will be treated according to specific provisions, with vested awards generally converted to cash payments and unvested awards converted to deferred cash awards, some with accelerated vesting for key executives. The merger is subject to customary closing conditions, including stockholder approval and regulatory clearances. The agreement includes provisions for termination, termination fees, and covenants regarding the conduct of business during the interim period. Voting and support agreements have been executed by certain stockholders to support the transaction. A joint press release was issued on June 15, 2026, announcing the merger.