Nuvei Defeats Paya SPAC Sponsors’ Appeal Over Buyout Offer Snub

Nuvei Corp. wasn’t required to purchase former Paya Holdings Inc. insiders’ shares when it made a tender offer to merge the payment processing companies, the Third Circuit said Tuesday.

The stockholders owned restricted “earnout” shares from their role as sponsors of the special purpose acquisition company that had brought Paya public a few years before, and sued over Nuvei’s refusal to buy those shares on the basis of the restrictions.

The Securities and Exchange Commission’s Best Price Rule “is silent as to whether tender offerors may enforce restrictions on the transfer of tendered shares,” the US Court of Appeals for ...