Payoneer Global Inc. Files Proxy for Merger with Nuvei; Lawsuits Filed

What Happened
Payoneer Global Inc. filed a definitive Schedule 14A proxy statement on August 11, 2026 for a special stockholder meeting on September 14, 2026 to vote on the June 12, 2026 Merger Agreement under which Panda Acquisition Sub (a Nuvei affiliate) will merge into Payoneer and Payoneer will become a wholly owned subsidiary of Nuvei Parent. Stockholders of record as of the close of business on August 6, 2026 are eligible to vote. After the proxy filing, two shareholder lawsuits were filed in New York Supreme Court (Kevin Turner v. Payoneer, Aug 20, 2026; John Clark v. Payoneer, Aug 21, 2026), alleging the proxy was materially incomplete; Payoneer also received related demand letters. The company says the claims are without merit but will voluntarily supplement the proxy to address disclosure issues.

Key Details

• Special meeting scheduled for September 14, 2026 at 9:00 a.m. ET; record date August 6, 2026.
• Payoneer will become a wholly owned subsidiary of Nuvei Parent under the June 12, 2026 Merger Agreement.
• Two lawsuits filed in New York (Aug 20 and Aug 21, 2026) seek, among other things, to enjoin the Merger; additional demand letters were received.
• Payoneer will supplement the proxy; supplemental disclosures include: reinstatement of an Advisory Committee on Dec 14, 2025 (members: Patsley, Christopher Marshall, Williams); disclosure that Davis Polk previously represented Nuvei Parent (related revenue ≈ $6M); and Payoneer cash & cash equivalents of ≈ $339M as of March 31, 2026.
• Proxy also updates financial reference tables (selected comparables and selected transactions) with enterprise values and EBITDA multiples (examples: Nuvei → Advent 04/01/24 at ~12.6x, $6.2B EV).

Why It Matters
This filing advances the formal shareholder vote on the proposed Nuvei transaction and highlights legal challenges that could affect timing or perceptions of the deal. The company’s decision to supplement the proxy—despite denying liability—aims to reduce litigation risk and clear disclosure questions before the vote. Key items for investors to watch: the outcome of the lawsuits or any injunctions, the Sept 14 vote result, and any further material updates to deal terms or financial disclosures (e.g., cash balance, valuation references).